Web of the Heart
by ClassicCartoon27
Summary: Two weeks after Norman Osborns death Gwen and Mary Jane find some intersting photos that Peter took.  These photos start a whirl wind of questions.  Will Peters secret servive, or will he gain the love of his life.  Read and Review. I do not own TSSM.
1. Chapter 1: Photos

Hello again I had this isdea while doing my Toon Master story series a friend of mine LadyofaLake gave ne the isperation to post this with here Story Kitty, I highly recomend reding it. I'm not sure if i should contiue so Revwes are highly welcome. So...On with thw show.

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Web of the Heart

Chapter 1: Photos

In the city of New York a 16 year old high school junior looked at the sky from her bedroom window in Queens. Her blond hair was held back with a pink head band, say for few rebellious strands. She wore a pair of gray jogging pants and white t-shirt, as her usual night time attire. Her turquoise eyes just stared at the stars as if they would tell her the answers to everything.

"Gwen?" called a strong male voice.

Gwen turned her head to the open door of her bedroom, "Ya dad."

Captain George Stacy stood in the door way, "You OK? You seemed a little quiet at dinner?"

"Oh ya, everything is fine" she said. She stayed quite for a moment before asking, "Dad…what do you think …. of Spider-Man?"

Captain Stacy was a little surprised by the question but answered truthfully, "I can't say too many bad things about him, especially after all the times he saved you. However I do believe he truly wants to help the city. Despite what Jonah says about him." He added with a small smile looking at the scattered Daily Bugle clippings lying around her room as well as the news articles on her computer screen. Captain Stacy looked up at his daughter to see her looking down at the papers with a rather solemn face.

Still looking at her littered floor her asked, "Does…he remind you…of anyone?"

Stacy was surprised by Gwen's question. Examined her face more closely and realized the look she wore was not so much solemn, but worry and fear. Not wanting to worry Gwen further he shook his head, "No" he said. "Not anyone in particular. Sometimes Spider-Man just seems to realize that with great power comes great responsibility."

Gwen looked up to see her father giving a small smile which she retuned. "Ya" she said hesitantly, "I guess your right." Stacy walked up and gave her a hug and kiss on the head.

"You look like you've been working hard. But what teenager now a days doesn't" he said heading back out of the room, "Just make sure you clean up before you go to bed."

"OK" she called out as her father headed down stairs. She looked back out the window as though she had expected someone to be waiting, with one last look at the stars Gwen closed her window and began to clean her room. Gwen was not aware that as she was watching the stars, some one was watching her. From the roof of a house across the street a figure in the shadows began to move, he was crouching low so no one would see him. As he stood the light from the street lamp bounced off his red and blue costume. The spectacular Spider-Man himself watched from his perch as Gwen finished cleaning up the last of the papers and turned out the light. He stared at the darkened widow for another minuet before shaking his head.

_Pete, what are your thinking?_ He mentally asked himself. _Jolly Jonah would love this picture 'Spider-Man stalks the police captain's daughter'. Of course this dose seem to be the only time I get to see her with out Harry around._ With a shot of a web line Spider-Man took off to the city for his nightly patrol.

Three hours later Spider-Man landed on the roof of his house crawled though his open bedroom window. He was thankful that it was a slow night for crime. One jewelry store robbery, one purse snatcher, and an arms dealer it was a slow, but a good nights work. Peter was still surprised by how light the crime in the city was. It had been two weeks since the death of Norman Osborn a.k.a. the Green Goblin. Harry seemed to be backing the Bugle on whatever was written about him, he was also mad at Peter for still taking pictures of himself.

There have been countless times in the past two weeks that Harry had asked him, "If you knew who he was, you would tell me…right?" Peter never really knew how to answer that, luckily he never had to thanks to Gwen. Whenever Harry asked that question she would quickly change the subject. She had his eternal gratitude for that; he would smile his thanks and then get a dirty look from Harry.

_I wonder if Harry knows how I feel about Gwen?_ He asked himself as he removed his Spidey outfit and got into bed. _I get the feeling that Harry knows more then he's letting on. With his dad gone it's not really surprising that he would want to hold on to Gwen. She's what he needs right now, other wise I could be looking at the next Green Goblin._ Pete shuddered at the thought. Peter's last thoughts before falling asleep were the events of the day and how bad he felt that he was responsible for yet another death.

**Earlier that Day…**

Midtown Manhattan Magnet High School was its usual buzz of students shuffling to class, Gym, and the principles office. Peter was at his locker thinking what he could

do to help Harry. Being the one who let Norman Osborn die brought back some, all too prominent, painful memories of his Uncle Ben. Peter decided that being a good friend to Harry right now was probably the best thing he could do, aside from turning himself into Captain Stacy. Peter turned when he saw a great looking red head walking his way

"Hay, Tiger" said Mary Jane with a smile, "How are you doing?"

"Hay MJ I'm doing ok. Considering…" he answered solemnly.

The smile on Mary Jane's face dropped a little, she knew Peter was talking about Harry's dad. "Don't look so down Tiger it's not your fault, what happened to Harry."

That was the last thing Peter wanted to hear. His stomach clenched, he felt like he was just hit with a pumpkin bomb. He did his best to hide his expression but Mary Jane caught a glimpse of it.

"Sorry Pete, this reminds you of your Uncle Ben, huh?"

"Ya, it kinda does" he said sheepishly, "Wait you know what happened to Uncle Ben?" he asked surprised.

"Of Course I know" said Mary Jane matter-o-fatcly, "My Aunt Anna told me."

"Oh, right" said Peter slapping his head. As he pulled out one of his school books a large manila envelop fell to the floor.

Mary Jane picked it up, "What's this?" she asked slyly.

"It's nothing!" said Peter, with a hint of panic in his voice. He tried to grab the envelop from Mary Jane but she had already opened it. She looked at the contents and was shocked.

"Pete" she gasped. The envelop held a bunch of photos of Spider-Man fighting the Green Goblin or to be more precise Norman Osborn. "These are photos of…" she didn't have time to finish he sentence before Peter grabbed the envelop of photos from her hands.

"I know! I know!" he said putting the pictures and the photos back in his locker, not noticing he dropped a few in the process.

"You were there? You took Pictures!" Mary Jane was shocked and she was the type of person that did not shock easily.

Peter immediately when on the defensive, "Look I had no idea what I was shooting ok? I saw the fight from the street and got to the roof of one of the buildings. I had my camera set to automatic so I could just follow the action, I had no idea that Spider-Man would unmask Gobi, I mean the Goblin."

"But you didn't…I mean those photos weren't in the Bugles papers."

"I figured it would be better if I got rid of them…There's no need for Harry to be in even more pain." He said as he walked by Mary Jane. MJ watched Peter walk down the hall his head hanging low. She then looked at his locker then to the floor that was when she noticed a few pictures had fallen out. She bent down and picked them up; MJ put them in her book and went after Peter. Peter had stopped to get a drink at the water fountain; Mary Jane caught up to him, she apologies about the pictures and gave him a quick hug.

"So this is Liz's replacement?"

The two looked in the direction of the high shrilled voice. Coming down the stairs was a Sally Avril. Best friend of Liz Allen and resident keeper of the social order; she just stood there in her cheerleading outfit with her arms crossed. "How dose it feel to be the rebound girl?" she asked with a cruel smile.

Peter sighed and Mary Jane rolled her eyes, "Just so were clear Pete here was feeling low so I tried to cheer him up. Isn't that your job? You are a cheerleader." Peter couldn't help but smile at the retort.

"I only help people who are not apart of the nerd squad. I saw you looking lonely Parker, what's the matter the she-geek you like turned you down?" Sally laughed in her high shrilled voice.

Peter's body tense; it was one thing to make fun of him but Gwen. He walked up to Sally who quickly calmed her laughter. "I don't care what you say about me, but don't ever insult Gwen!"

Sally put her hand on her hips, "Why not? This is a free country; I can say what ever I want." With that she turned and walked down the hall. Peter was still a bit mad when Sally left but he did feel goods about what he just did; he was really surprised when he heard clapping he turned to see Mary Jane and Harry applauding.

"Wow Pete I didn't know you had it in you" said Harry walking towards him, and shaking his hand, "I want to thank you for standing up for my _girlfriend_." Peter could have sworn there was a bit of a malicious tone to Harry's voice when he said girlfriend. Peter didn't have time to think about it to much as Mary Jane added her two cents.

"You really told her off Tiger. All you needed to do was web her up and you would have been a real hero" as soon a Mary Jane finished her sentence she covered her mouth in horror. Harry quickly turned around with a look of primal anger on his face.

"Spider-Man is no HERO!" he shouted looking at Mary Jane. Peter quickly got in between them.

"We know Harry. We know. MJ was just making a joke. Come on calm down" said Peter with his hand up in defense. Harry calmed down, a little, as he notice how many people in hall were staring, he walked away still fuming.

The day went by pretty quickly after the little drama. Mary Jane apologized at lunch for the joke. Harry was going to rebuttal but **the look** from Gwen silenced him and he reluctantly accepted the apology.

After the last bell everyone gathered outside in the school court yard. "So who wants to go the Spoon for some coffee?" asked Harry, "My treat."

"I'm in" replied Mary Jane.

"Sure why not. I don't have to be to the Lab for another hour" said Gwen

Harry turned to Peter, "Pete you in?"

Before Peter could answer his cell phone when off. He pulled it out of his pocket and groaned.

"Bugle?" asked Gwen, disappointed.

"Yeah" he replied, equally disappointed, "I'll have to take a rain check."

"Sorry, dude we'll…" Harry was interrupted by his own cell phone, Stepping away from his friends Harry took out his phone, "Osborn" he answered. He let out a groan, "No testing for that was not scheduled until tomorrow. There are still adjustments that need to be done." He groaned again, "I'll be right there." Closing his phone he walked back to the group, "Sorry everyone but I got business to take care of." Since Harry's dad died he has been working with Oscorp to become the new CEO, until he is 18 the board has good amount of influence but with the help of his mother Harry was able to gain back control.

"Sorry ladies looks like I have to go too" he turned to look at Gwen, "See you tonight babe, just put your order on my tab" he gave Gwen a kiss on the cheek. Pete tried to hide his disappointment that Gwen was still with Harry, but something showed because as Harry turned to walk away he has satisfied grin on his face.

After hearing about the rampage Mysterio was on near the wharf Peter changed in to his Spider-Man costume and was currently swinging his way to the scene. _What could Beck want now? Doc Ock is behind bars so what's he up to. _As Spidey approached the secne his Spider-Scene tingled leaping from his web line he landed on a near by roof dogging a bolt of electricity from Electro.

"Hey lightning butt, long time no see" said Spider-Man now crawling on Billboard.

"For the last time Wall Crawler, The name is ELECTRO!" he shouted shooting Electricity from his mouth.

Spider-Man easily dogged the attack, "Wow I've herd of breath being bad enough to peel paint, but this…I don't think they make mouth wash that strong." Spidey shot a web line at elector s feet catching him off balance. Spidey pulled the other end causing Electro to fall back fly at the billboard. With a crash and a grown Electro landed on the other side of the roof.

"Stop making fun of ME!" shouted Electro.

"Stop!" said Spider-Man in mock shock, "and disappoint all my fans?" Shooting a Web line at the now broken billboard he swung around and kicked Electro in the face with both feet. The force knocked electro into a near by water tower where he was quickly shorted out, unconscious.

"You look tired, take a break" quipped Spider-Man as he web swung down to the docks. "OK dome head how's about we make this quick?"

"You dare to threaten the great Mysterio? Behold the power of the ARCANA!" Mysterio was engulfed in smoke. Spider-Man swung down and got in to a battle stance ready for whatever Beck had ready for him. When the smoke vanished all that was left was a Kraven the hunter.

"What's this? You got sick of making robot look alikes so now your making them look like your pals?" His spider-sense suddenly tingled, leaping to a near by wall Spider-Man nearly escaped getting clawed.

"I am no Robot!" roared Kraven, "I am Kraven the world's greatest hunter."

"Ya you got to be the real thing" said Spider-Man "There's no way a robot would have that many fleas."

Kraven leapt at Spider-Man. Spider-Man jumped over Kraven but his leg was caught by the half man, half beast and was flung in to the side of the building. The pain from the blow stunned Spidey enough for Kraven to jump from the wall with Spider-Man in hand a throw him into a pile of crates on the dock. Spider-Man landed with a crash as the sound of braking wood and crashing metal filled the air. When Spider-Man picked him self up he noticed he was laying in a pile of frying pans, as he tried to move another pan hit him in the head.

"Of course because rolling pins would be too cliché" feeling his spider-sense go off Spider-Man ducked out of the way just dogging the claw slash from Kraven. Spider-Man shot two web lines right at Kraven, one hit his face blinding him. The second got him in the chest with Spider-Man used to spin him around and hurl him into a barge hold with was full of fish. Web swinging quickly to the barge Spider-Man quickly closed the metal grate sealing Kraven in the hold. Kraven rtied to break through the grate but, when ever he tried to jump he would just slip on the fish.

"Don't worry Kravenoff the police will be here shortly until then enjoy your snack." As he shot a web line to swing away he could hear the police coming. He landed back on the roof where he fought Electro, but he and Mysterio were no where to be found. Spider-Man wanted to talk to Captain Stacy to see if anything was taken, but with the incident involving Norman Osborn he figured he would wait till later.

At the Silver Spoon Café Mary Jane and Gwen were having some, in Mary Jane's opinion, well needed girl talk.

"So girlfriend, how are things with Harry?" asked Mary Jane as she took another drink of her coffee.

Gwen stayed quiet for a moment before saying, "Everything's…ok."

The sadness in her voice almost made Mary Jane tear up. "Relationship problems?"

"There first needs to be a relationship in order for there to be problems" stated Gwen. "Don't get me wrong Harry's a really nice guy but…I just feel like I'm in the way."

"What do you mean?" asked Mary Jane.

"Harry and I were doing well until he started to work at Oscorp. I know he blows me off sometimes but now I just seem to be waiting for him to be off the phone. And when he does get off the phone it's either to leave or Peter shows up."

Mary Jane's ears perked up at Gwen's last statement, "Wait, your saying that when Pete starts talking to you Harry gets off the phone and makes everything about you and him?"

"Well…ya."

A sly smile formed no Mary Jane's face, "Well there is one problem solved. Harry is jealous that you like Pete more then him."

"What? That's…not…entirely true" Gwen sighed in defeat, "I know Harry is jealous. I see the way he looks at Pete when all of us are together. Its like he constantly reminds him of what he doesn't have."

"Gwen if Harry isn't the guy for you, and I know he's not, you need to breakup with him. Being miserable just to keep him from getting hurt is just going to hurt Harry even more later."

"I know, I know, but He needs me right now. He says I'm the only thing keeping him from going back on the Green" tears started to form in her eyes as she remembered what happened to Harry the last time he was on Globulin Green.

Mary Jane reached across the table and placed her hand on Gwen's. "I realize your worried about him but a relationship built on guilt is not a real relationship. If you want to be happy you need to be with someone who will make you happy."

Gwen smiled her thanks and took a sip of coffee. She looked at the book Mary Jane had with her. "So did you like _Percy Jackson and the Olympians_?"

"It wasn't bad but I think I'll wait for the movie" both girls laughed as she Gwen took back her book. Looking at the book she noticed something sticking out of the corner.

"What's this?" asked Gwen. She almost dropped the book when she saw the picture of Spider-Man fighting with Norman Osborn on his goblin glider. Gwen quickly opened the book to find two other pictures. The second was of Norman throwing pumpkin bombs at Spider-Man, and the third was a close up of spider man with part of his mask torn off. Gwen went wide eye as she looked at the pictures.

Mary Jane tried to snatch the pictures out of her hands. But Gwen pulled them out of her reach, "Where did you get these?" this was not a question it was more like a command.

Mary Jane sighed, "I got them from Pete; he's going to get rid of them." Her voice was full of shame.

"You mean Peter was there and didn't do anything!" by Gwen's tone you could tell she was mad, "He is so getting **the look**!"

"Gwen come on, even if Pete was there do you really think he could have done anything? I mean it's not like he's Spider-Man" replied Mary Jane hoping to calm Gwen down.

Mary Jane's statement made sense Peter did a great thing by not giving these to the Bugle. He saved Harry a lot of pain. She took a closer look at the close up of Spider-Man. She could see he had brown hair and eyes. She figures the picture was taken during the battle because the look in his eye showed nothing but sheer determination. Gwen thought she had seen that look before. Looking at the picture reminded her of last Halloween when Peter dressed up…as…Spider-Man. Something snapped in Gwen's memory thoughts flooded her head, she remembered back to when the creature called Venom accused Peter of being Spider-Man, when that reporter grabbed her for a photo she caught a quick glimpse of the look in Peter's eye. She looked back to the photo in her hand…_Pete?_ Gewn was so wrapped up in her thoughts she forgot where she was.

"Gwen?"

Shaking her head Gwen was stating blankly at Mary Jane, "Gwen? Are you OK?"

Shaking her head again, she forced a smile, "Yeah, Yeah I'm OK." She got up from the table, "I better head overt to the ESU lab now, I'll talk to you later" she said waving back at the baffled Mary Jane.

At the prison known as the Vault a certain evil genius, or at least that's what is coffee mug says, was putting together his next master plane. Doctor Otto Octavious sat in his cell thinking about the latest humiliating defeat Spider-Man had given him.

"Out of all the beings that fool Goblin could have let out he chose the boy and Rhino" he said in a low mumble. "That…that…FOOL! If he had released me that arachnid would have been squashed on the wall." Doc Ock tried to slam one of his robotic limbs into the wall when nothing happened he remembered that there were taken from him when he was placed in here. After this escape from Ravencroft, it was decided that prison, or more precisely the vault was the only place for him.

"Then again without my arms I am not at my best for fighting…I suppose the Goblin was not as big a fool as I thought." Suddenly the alarm went off Doc Ock got up from his seat and ran to see what was happening. All he could see were the flashing red lights in the hall way then…everything went black. The emergency lights came on lighting his cell very dimly. There was a small scraping sound coming from the wall, actually it was coming from all four wall. As the sound grew louder the walls began to buckle and finally shatter as furry of sand entered the room. Doc Ock stood there with a calm demeanor with his hands behind his back.

"Aw, Sandman what a pleasure to see you."

"Sorry Doc, I would have been here sooner but I had to wait for visiting hours" replied Sandman with a small smile.

"I'll assume then that the arachnid is being distracted?" inquired the demented doctor.

"Yeah, he wouldn't know what's happened until we're long gone."

"Excellent my good man, now all we need is to liberate our allies and we'll be off" said Doc Oc as he turned to face the door.

"Already done" replied Sandman. The door to Doc Ock's cell was suddenly ripped off, in to the cell walked Rhino, and Adrian Tombs, a.k.a. the Vulture. Adrian was carrying two large suitcases, one held his flight tech armor the other help Doc Ock's arms.

"Shall we take our leave Otto?" asked Adrian.

"Not with out one more thing" said Doc Ock as he walked out of the room and down two doors. He looked into the window and smiled, "Rhino, if you please?"


	2. Chapter 2: Suspicions

Hello Again _True Believers_ I'm shocked at how many people have read the first chapter. I honestly did not expect such a response. I hope I can live up to your expectations, and if not… at least I lived up to mine. So without further a due Chapter 2. I do not own The Spectacular Spider-Man if I did it would not have been canceled.

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Chapter 2: Suspicions

Out in front of the ESU laboratories Peter was sniffing his cloths, and costume, to make sure he did not smell like fish. He looked down from the top step to see Gwen walking up the steps just staring at the ground, she looked deep in thought. He noticed how beautiful she looked and cursed himself for taking too long to get together with her _Well I made her wait so now I guess it's my turn_ he thought. Peter was about to say "hi" when he noticed that Gwen was so distracted that she was not looking where she was going. She missed the next step and began to fall. Gwen threw her arms out in front of her to take most of the impact but instead she felt her arms wrap around someone. She looked up to see Peter with his arms wrapped around her keeping her from falling. Their faces were inches apart. Peter looked in to her turquoise eyes and blushed, realizing what he was doing; he finished helping Gwen to her feet, much to her dismay.

"You alright?" asked Peter.

"Yeah, Yeah, I'm ok…thanks Pete" she said blushing.

"Anything for you Gwen" said Peter smiling, with caused Gwen's bush to deepen from pink to red. Clearing his throat Peter opened the door to the lab and allowed Gwen to enter first. Walking in to the lab Gwen put her school books down and began to think again about the pictures she had in her book. _Could Peter really be Spider-Man? No, it couldn't be I mean Pete is surprisingly quick but he doesn't cling to walls. However…it would explain why he seems to keep disappearing, and why he's the only one who can get pictures of Spider-Man in action._ Gwen looked up just in time to see Peter helping Dr. Miles Warren try to restrain one of the test lizards. She laughed at the thought of Pete swinging around New York fighting crime. She put her lab coat on and joined Peter to help put the lizard back into its cage.

A few hours later Dr. Warren called Peter and Gwen into his, formally Dr. Connors, office. "I just wanted to let you two know that the lab will be closed next week due to spring break. So enjoy yourselves and since most of the tasks for today are done you two can leave early." Both Peter and Gwen thanked Dr. Warren, grabbed their stuff and headed out of the lab.

"So…" said Pete, not exactly know what to say.

"So..." replied Gwen equally at a loss for words.

Peter slumped his shoulders in defeat, "I am sorry for what happened earlier."

"Sorry for what?" asked Gwen. Seeing the blush on Peter's face she knew what he meant, "Oh, so you're sorry you didn't let me fall on my face?" She asked in a small teasing voice.

Peter was shocked, "What! No! That not what I…" he trailed off as he saw the smile on Gwen's face. He put his head in his hand and said, "That's not funny."

"Maybe not to you" she replied. "What do you want to do now? We have a couple of hours before were due home."

Peter's first thought was to kiss her the way she had kissed him but he quickly pushed that out of his mind. Shaking his head he said, "Why not take a walk around the campus and then how about some ice cream, my treat."

"You're starting to sound like Harry" she said. A small frown could be seen on her face.

"Is there something wrong between you and Harry?" asked Pete.

Gwen was hesitant to talk but then she took a deep breath, "It's not that there is anything wrong it's just…I don't know it's like he's trying to impress me."

Peter raised an eye brow, "How?"

"He just buys me random thing he thinks I would like, takes me to expensive restaurants" said Gwen.

"I thought that's what girls wanted from their boyfriends?" inquired Pete.

"It is but…I just get the feeling that Harry is jealous. Don't you notice that the three of us rarely get together anymore?"

Now that Peter thought about it Gwen was right. For the past two weeks it was either Peter hanging out with Harry or Gwen going out with Harry. They weren't the trio they use to be. Peter looked at the ground as they walked He wanted to ask the question but he was afraid that Gwen would get upset.

Gwen stepped in front of him, looking at him she asked, "What's wrong?"

"It's nothing" said Peter waving his hand trying to dismiss the topic. When he looked back at Gwen she was giving him **the look**. "Ok, Ok" he said, "Not the look. I was just thinking…Sometime do you get the feeling that Harry knows how we feel?"

The question hung in the air for a moment before Gwen looked off to the side and quietly answered, "Yes."

Peter stood there wanting to comfort Gwen, the girl he wanted to be with, but it would feel like he was betraying his best friend. That is if Harry was still his friend at all. Peter decide couple or not he couldn't let Gwen stand there feeling horrible. He took a step forwards when someone ran past him. Suddenly his spider-sense tingled, without thinking he wrapped his arms around Gwen and pulled her to the side just as a soccer ball flew by where their heads were.

A blond college student came running up to them, "Are you two OK? Sorry about that."

"Yeah were ok" answered Pete, as a bewildered Gwen looked at him.

"Dude you got some great reflexes. You should try out for the soccer team next year" with that the student ran off to join his friend.

"How did you do that?" asked Gwen, Peter finally noticing the surprised look on her face.

_Uh oh Pete, you're looking to good again_ he thought. "I saw the guy's friend run by so I thought we should get out of the way just…in…case" said Pete with a nerves laugh. "So how's about that ice Cream?"

The two stopped at the student center got their ice cream and headed home. To Peter, Gwen had seemed to accept his excuse about the soccer ball incident, but in reality the incident just set off some new occurrences that Gwen just passed off as luck.

_Then there was the time he dodged all those water balloons. What about the time Peter just happened to drop his biology test and just missed Flash hitting him in the head with his football…and then at Rockefeller center Pete flipped over Kenny. He FLIPPED OVER KENNY!_ As she thought her face seemed to be contorting little by little until Peter tapped her in the shoulder brining her out of her trance.

"You OK? You seemed kind of out of it since the lab." asked Peter as they got on the bus.

"Just had something on my mind" she replied slightly embarrassed. "Peter, I know Harry has asked you this before but just between you and me" Dropping her voice to a whisper, "Do you know who Spider-Man really is?"

Peter had gotten use to Harry asking but to have Gwen ask was a complete surprise, "What? NO! I just take his pictures I don't know who he is." Peter then had solemn look on his face, "Even if I did I don't think I would tell anyone."

"Why not!" asked Gwen shocked, "Don't you think Harry deserves to know?"

Before Gwen could get an answer from Peter the bus stopped and he got off. Gwen followed, even thought they were still a couple of miles away from their homes. Peter planed to web swing the rest of the way but Gwen, much to his dismay, was keeping up with him.

"Peter, you didn't answer my question" she stated firmly.

"Maybe it's because I don't agree with it" he replied.

"What are you talking about? You don't think Harry deserves some closure?" Gwen shot back anger rising in her voice.

Peter stopped dead and turned to face Gwen, "What good would it do!" Realizing he was now shouting he put his hands in his pockets and continued walking. Gwen remained where she was for a brief moment then ran after him.

"Peter wait!" she shouted. Peter stopped, turned around and waited for her. "I'm sorry. I didn't mean to get you so upset."

"It's ok I shouldn't have yelled at you" They started walking again in silence until Peter spoke up, "I don't completely agree with Harry because Spider-Man, despite what Jameson says does a lot of good for the city."

"I'm not saying Spider-Man is a bad guy, I'm just saying Harry deserves to face his father's killer." Gwen noticed Peter wince at the work "killer". She thought Peter would shout at her again but his mood seemed to take a sad tone.

"I know Spider-Man didn't mean to kill Harry's dad, but he also needed to stop him to protect the city." Gwen looked at Peter confused as he continued, "With Harry being such a good friend to us we seem to forget that it was Norman Osborn who was the Green Goblin, the Gobfather of crime. He had people smuggling weapons, laundering money…He almost killed L. Thomson Lincoln."

The more Peter spoke the more Gwen realized what he meant. Harry's Dad had been a crime boss, the Green Goblin none the less. If Spider-Man didn't stop him he could have had control of the whole city in a matter of days. The sudden realization scared Gwen she actually started to shiver at the thought of Norman Osborn in total control. She quickly collected herself trying to push the thought out of her mind. Looking back at Peter, she was relieved that he was still rambling and had not noticed her reaction.

"All I'm saying is that Spider-Man was trying to protect the city and didn't mean to kill Mr. Osborn" finished Peter.

"You make a valid point. I mean we…" She looked at Peter then rephrased herself, "Harry and myself really haven't been looking at this from both sides. Spider-Man does do a great deal for the city, not to mention myself. If he turned himself in who would protect the city from Rhino, or Shocker? Who…"

"Would protect the people he cares about?" Peter interrupted. The two teens continued to walk, silence between them. That is until Peter's cell phone started ringing. Peter pulled it out and looked at the caller ID. It read _Daily Bugle_, Peter pushed a button and answered, "Hello?"

"PARKER!" the voice was so loud that Peter had to move the phone way from his ear and Gwen had to cover hers. "IF YOU'RE NOT OVER AT THE VAULT IN .5643 SECONDS YOU'RE NEVER GOING TO TAKE ANOTHER PICTURE IN THIS TOWN AGAIN!"

"Mr. Jamison, why am I going to the Vault?" Peter asked with the phone still at arm's length.

"Because there was a massive break out, communications just came back online and I want you and Lee to get over there and get pictures. NOOOOOOOOOOWWWWWWWWWW!" A loud click could be heard come from the phone signaling the call was over.

_A breakout!_ Peter looked at Gwen, "Sorry I have to run." Peter put his phone back in his pocket and pulled out some money, "Here call a cab and get home and make sure to lock the doors."

"What's wrong?" asked Gwen concerned for Peter.

"There was a breakout at the Oscorp Vault Prison. I have a hunch it has something to do with Mysterio's attack earlier."

Peter hailed a cab and opened the door for Gwen. Before getting in she wrapped her arms around Peter's neck in a tight hug, "Be careful" she whispered. She got in to the cab and it took off down the street. Once the cab was around the corner Peter took off running down an ally and change into his Spider-Man costume. With mask on he shot a web line on the nearest building and headed for the Vault as fast as possible. In his hurry Spider-Man did not notice the cab that he had put Gwen in had turned the other corner she was looking out the window when she saw Spider-Man swing out of a nearby ally and started heading in the direction of the Vault prison. What made her go wide eye is the satchel bag slung over Spider-Man's shoulder _That's…That's Pete's Bag!_

As the Cab pulled up to her house Gwen gave the money to the Driver saying, "Keep the change." She ran into the house and locked the door as Peter said. Gwen grabbed the TV remote and turned it on. There was breaking news about the breakout.

"It has been confirmed that Flint Marko a.k.a. the Sandman cut the power to the prisons security and freed several of his accomplices. Among the missing are Doctor Octopus, The Rhino, The Vulture, and Molten Man. With the power down many other prisoners have escaped but…wait…wait…" Gwen starred in confusion as the new caster was talking to someone off the screen. "This just in, we have confirmed reports that Spider-Man is currently aiding in the recapture of all escapees. Live from the vault is Captain George Stacy with our on the spot reporter."

The screen quickly switched to Gwen's father Captain Stacy, a large gaping hole could be seen behind him. "My people are currently in the process of recapturing these criminals; we are taking every precaution to ensure the safety of the city. I ask that all civilians be extremely careful till we are certain the situation has been resolved. Under no circumstance is anyone but the police to apprehend these convicts."

"I hope that doesn't include _your friendly neighborhood Spider-Man_, Captain."

The camera shifted up to one of the prison towers where a huge spider web net hung filled with escaped convicts. "Hope you don't mind the help, New York is already filthy so I thought, being the concerned citizen that I am, I'd help you clean up this trash" said Spider-Man as he stood upside down on the bottom of the net.

"Let us down you wall crawling freak!" shouted one of the convicts.

Spider-Man looked in his direction, "Sure no problem." He climbs to the top of the net, "It's only few hundred feet. The worst you'll get is a broken arm…of course for those on the bottom I'd start imagining what a body cast feels like." As Spider-Man talked many if not all the convicts looked down to see the large distance between them and the ground. "So any one like sky diving?" asked Spider-Man.

"No! Don't DO IT!" they all shouted.

"I thought you'd see it my way" Spider-Man looked up to see a News helicopter heading back to the city. He shot a web lined at the bottom of the helicopter and jumped off the tower. He put his hand to his masked mouth and shouted, "You boys play nice." As the TV screen changed back to the new caster Gwen turned off the TV and placed the remote next to her.

She just stared at the blank screen, _I can't be_… she thought, _but it has to be. Peter was told to go to the prison and get photos of the break out, then Spider-Man suddenly shows up? How did Spider-Man know about the escaped convicts?_ Her train of thought was halted by the ringing of her cell phone.

She quickly answered, "H-Hello? Harry! Yeah, I'm ok. I got home before I saw the news. Yes, I locked all the windows and doors. Dinner? I forgot, with my dad working on the breakout I got worried. Are you sure? I can still get ready. Thanks Harry I'll see you tomorrow. Bye." Gwen felt somewhat relieved that Harry broke their date, she felt a little bad, but now she had time to dig deeper into her newest project. Looking at the clock she still had and couple of hours before her dad got home, Gwen ran up to her room. She began her search for proof Peter Parker was not Spider-Man.

As Spider-Man made his way to the Daily Bugle he continued to help the NYPD collect the escaped convicts.

"Did it ever occur to you guys that you are running in the wrong direction?" said Spider-Man as he webbed up 4 more escapees. "I mean really, your running away from a room with no rent, three square meals a day, and a beautiful view of the skyline. Do you know how many people in New York would love that?" As the captured convicts shouted their retorts Spider-Man continued on his way. Arriving at the Bugle Peter got back into his street cloths, and proceeded to J. Jonah Jameson's office.

"ROBBIE, get me the new layout! Foswell, hurry up with your story! Someone call Lee and tell him if his break out story is not on my desk in 5.4 seconds he can start looking for another job! AND WHERE IS PARKER!"

"Right here Mr. Jameson" Peter answered quickly, "Here are the photos you wanted."

Grabbing the photos out of Peter's hands as he shuffled through them he would make small remarks such as "trash" or "junk".

"I heard no one else got pictures of the prison or of Spider-Man. I don't know how you do it Peter but you get some great shots" said Robbie.

"Thanks Mr. Robetson" replied Peter happily, _at least someone her appreciates me_.

Jonah, who was now grinding his teeth, was angry that the real value of the photos had been said out loud. "Fine fifty buck" shouted Jonah.

"What!" cried Peter, "Mr. Robertson just said I was the only one to get pictures. Plus I got pictures of Spider-Man and the break out!"

"Fine two-fifty" replied Jonah

"Each" said Peter crossing his arms.

"WHAT?" Jameson spun around and faced Peter, "Listen you little brat. You may be the only one who can get close to Spider-Man but you are still under contract, so these pictures are mine."

Peter stood there taking the verbal abuse, "Your right Mr. Jameson I am under contract to take any pictures you tell me to. You asked for photos of the prison break and I got those, but I also got pictures of Spider-Man catching the escaped convicts; so technically those are mine." As Peter finished he had a satisfied look on his face while Jonah looked like he was about to explode. Robby just stood there impressed by the way Peter handled himself. Jameson would have told Peter off if Ned Lee had not just come running out of the elevator.

"I got the break out story Mr. Jame…" Leed stopped when he looked at the photos, "Wow! Peter did you get these? How did you get so close? The police weren't letting anyone get through." Without another word Jameson turned a walked back to his office mumbling something about "no good rotten teenagers".

Robbie put a hand on Peter's shoulder and said, "Good job tonight." Peter was not sure if he meant the photos or how he handled Jameson, it didn't matter much to him he just made five hundred bucks.

"!" could be heard as Spider-Man made his way over the roofs of the city. _Aunt May won't have to worry about money for a while_, he thought as he made his way home. As he passed over his neighborhood he looked down to see Captain Stacy's car below him. _I left Gwen in a big rush today. Better make sure she's alright_.

He landed on the roof of the house just as Captain Stacy pulled up. Spider-Man crouched down on the roof so no one would see him. As the captain entered the house he said, "Gwen, I'm home…Gwen?"

When Spidey didn't hear Gwen's reply he quickly crawled down to look in her window. To his relief she was in her room with the door shut. She looked like she was working on some important project. New papers were littered across her floor; each one had several small notes written on them. Spidey couldn't make out what they said. He did recognize the articles were about himself. Looking back at Gwen he couldn't help but stair at her, he loved the way he hair escaped her headband. He loved the color of her eyes, they looked even better now that she had contacts. Not to mention every time he looked at her he thought bake to Thanksgiving when she kissed him. Just looking at Gwen made him forget that he was attached to the wall of a house; a bird landed on his leg and began to peck him. Spidey let out a small yelp, unfortunately Gwen's window was slightly open and she heard the noise he made.

Gwen was so consumed in her research that she jumped when she heard the noise. Looking at the window she slowly made her way to it and quickly threw it open. She looked around at the ground and to left and right. No one was there; she waited a moment then turned her attention to the roof. Looking at the roof she studied the outline of the sky along the shingles of the house. Nothing looked out of place; her search would have continued if there had not been a knock on her door.

"Gwen? Ah there you are" said Captain Stacy as he opened the door and came in, "I was beginning to think you were out with Harry."

"I was suppose to, but I wanted to make sure you were ok" she said hugging her father. As he hugged his daughter Stacy got a good look at the new paper clipping scattered around his daughter floor.

"Since when did you start getting interested in journalism?" he asked her.

Gwen looked at her room and gave sheepish smile, "Just doing a little research…ha ha."

"Well how about we put that on hold and have dinner? Pizza sound good?" asked Captain Stacy as he led his daughter out of her room.

As they made their way out of the room Spidey came out of the shadows, "Note to self admire from across the street." With that Spidey made his way home.

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A/N: Does anyone know the name of the Hotel that Liz Allen's Father owns, and where she lives in the TSSM series? Don't forget to review.


	3. Chapter 3: Spider Bite

Welcome back _True Believers _good to be back. I hope you all are enjoying the Fic. I appreciate the reviews and gladly ask for more. Npw the moment you have all been waiting for... Don Knots...Aparently Mr. Knots couldn't make it, so instead I hope oyu enjoy Chapter Three of Web of the Heart. I do not own The Spectacular Spider-Man...AWSOME SHOW!

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Chapter 3: Spider Bite

The next day Gwen could not shake the feeling that while looking out her window last night, someone was watching her. Captain Stacy insisted on driving Gwen to school incase any of the escaped convicts had not been caught yet. He called Anna Watson and May Parker about taking Mary Jane and Peter to school as well. Mary Jane graciously accepted the offer but Aunt May was sad to say Peter had already left. It had begun to rain as they drove down the street Gwen just starred out at the New York sky line hopping to catch a glimpse of a certain web slinging hero.

All the research Gwen accomplished last night just reaffirmed what she already knew. Some of the articles however did seem to match up to times when Peter was no where in sight, but then again the reason for that was photos for the Bugle. _But that still does not explain where he was Christmas Eve_, Gwen thought. _Peter said he went to get hot coco but the time it would take to get his sakes off and put his shoes on…not to mention when I saw him after the whole Electro, Vulture thing he was still wearing his skates._

Sitting next to Gwen was her father he noticed her looking out the window, teasingly he said, "Don't worry Gwen. Spider-Man always seems to know when you need him." Shocked at the statement Gwen whipped her around almost screaming "Dad!"

A small giggle could be heard coming from the back of the car. Gwen turned to Mary Jane, "Come on girlfriend your not fooling us. Why else would be scanning the tops of buildings?" Gwen tried to think of an answer; however the stuttering let everyone know she had been caught. The car pulled up to the school Gwen and Mary Jane got out of the car, gave their thanks and good byes as Captain Stacy drove away.

From the roof of the school Spider-Man watched as the girls made their way into the school, "I'm glade Captain Stacy decided to drive the girls to school" he thought out loud. "I caught six more convicts just on my way here." Suddenly the bell rang, "And I'm still late!"

As the girls made their way through the halls they saw Liz Allen at her locker she looked as though she was crying. "Hey Liz" called Mary Jane waving. Liz quickly tucked her head into her locker. Wiping away some tears and collecting herself she closed her locker, "Hi Mary Jane…" a angry look crossed her face "Gwen."

This was the first time in two weeks Liz said anything to Gwen. She was not surprised, "Is every thing ok?" asked Gwen. Liz didn't answer she just continued to glare at Gwen.

Feeling like Liz would kill her at any moment Gwen said good bye to Mary Jane and Liz and walked down the hall. As she waked Gwen looked behind her and saw Liz crying with Mary Jane trying to comfort her. Gwen was not looking where she was going and waked right into a soaking wet Peter Parker.

"Pete!" she gasped, "You're drenched!"

Peter gave a sheepish smile, "That's what I get for forgetting my umbrella."

Gwen grabbed his arm and dragged him over to the gym area. She went into the girl's locker room and emerged with some towels. Gwen helped Peter dry off as much as possible. "Thanks" said Peter, "At lest now I won't catch a cold too quickly."

"How could you leave your house with out and umbrella?" asked Gwen. "What was so important? Catching more escaped convicts?" The last question she asked sent chills down his spine.

"What! Why would I catch convicts?" he spattered out.

"I know you can't catch a convict Pete" Gwen said matter-o-factly. "I mean did you need to get more photos?"

"Oh, that" he said with relief in his voice, "Uh…no I got all the photos I needed yesterday."

"Ya, of your pal Spider-Man" said an angry voice. Peter turned around to see Harry coming up behind him holding a newspaper. Shoving the paper into Peters face Harry said, "What's with you Pete! You still have the nerve to take Spider-Man's picture after what he did to my dad!"

"Harry…" started Peter but was cut off.

"You're making him look like a hero! Spider-Man is nothing but a criminal. A murderer!" he shouted.

The last word made Peter hope Flash would shove him in his locker. "Harry really I'm sorry for what happened to your dad, I really am" stated Peter. "But Spider-Man does a lot of good for the city. He helped recapture a lot of the escaped convicts."

"He did that just to keep up his "Hero Status"! I don't care what he does he's just as bad as the thugs he put away!" Harry rebottled. "He doesn't care about anyone."

"Does that include me?" asked Gwen.

Harry and Peter looked to Gwen; sheer anger was all over her body, "Well Harry? Does that include ME?" she asked again. Harry was too dumbfounded to find an answer. "I guess I need to remind of the time Spider-Man saved me from the Master Planer. What about the time he saved me from that monster Venom? And let's not forget how he rescued everyone from Electro and Vulture at Rockefeller Center." Gwen was forcing Harry back wards as she spoke. She had him pinned agents the lockers. "And last but not least how about the time he saved me and Mary Jane from Doctor Octopus at Coney Island; do you really think Spider-Man doesn't care about anyone? If he didn't why would he risk his life day in and day out?" With that Gwen turned around and headed to class. Peter and Harry just looked at each other.

The rest of the day seemed to relatively normal, with the exception of Gwen still giving Harry the cold shoulder, on the way to class from lunch Gwen needed a book from her locker, as she approached said locker she found Harry waiting for her. As she got closer she could see and very sheepish smile on his face.

"Hay Gwen" he said nervously.

"Harry" she said flatly.

Harry hung his head and sighed in defeat, "Look Gwen I'm sorry for what I said, I'm just so sick of everyone keeps forgetting that Spider-Man killed my dad." Gwen felt guilt build up, but she also remember the conversation she had with Pete yesterday. Spider-Man was protecting the whole city; he didn't mean to kill Norman Osborn. He was doing what he thought was right…wasn't he? She was brought out of her thoughts by Harry.

"You were right Gwen the only time Spider-Man was ever a hero to me was when he saved you" he said as he hugged her. "I don't know what I'd do without you…you are my world." Gwen was overcome with guilt for getting mad at Harry. _He's just lost his father; he must be so depressed_ she thought. As she returned the hug a malicious crossed his face. As Harry let go of Gwen he looked her straight in the eye, "How's about we go to dinner tonight, I'll take you to the best restaurant in town" said Harry a little loud. Gwen did not want to upset him so she nodded her head. Harry gave her a quick peck on the check and headed to class. Gwen turned around to look at Harry to see him talking to Peter. _How long had Pete been there?_ she wondered. _Is he the reason Harry wanted to go out?_ She was going to get to bottom of this tonight.

Gwen had spent an hour getting ready for her dinner with Harry. He told her to put on the best dress she had, he wanted to whole town to know he was with the most beautiful girl in New York. Even though she was dating Harry Gwen had to admit, nothing could make her feel that same as having Peter call her an angle. When she was done she got into the limo Harry had sent her, he said she should arrive in style, she didn't think that meant alone. Gwen had been sitting at the table Harry had reserved at Le Magnific, for almost an hour. She knew Harry was coming from OsCorp so that usually meant he was going to be awhile, but an hour late was pushing it even for Harry. Peter on the other hand that was completely different. After the first five minutes of waiting Gwen's mind began to wonder back to the pet project that she called it. Gwen was just starting to realize why Pete acted the way he did, _he does it to hide that fact that he's Spider-Man. He acts clumsy and carless to keep up pretenses…What am I thinking Peter isn't Spider-Man! There is no way he could, he would have had to have been bitten by some kind…of…radioactive spider or something. _At that moment the sound of a helicopter caught the attention of the whole restaurant. From where she was Gwen could see out the huge wall size window out on to the New York skyline. There is where she saw the helicopter in question flying by at top speed, and trailing not too far behind it was the web slinger himself. Gwen when wide eye as she looked out on to the air born chase. A swirl of memories and thoughts were running through her, she stood there looking out the window, only having one thought in mind. _Be careful Spidy._

That did it there was no point in waiting when she had to find out if Pete was really the web slinger. She grabbed her purse and headed to the door. The manager came up behind her, "Pardon miss but is everything ok?"

Tuning to face him she said, "Yes, Please tell Mister Osborn that if he wants to see me I'll be home!" With that she turned on her heel and walked out of the restaurant. On the ride back to her house Gwen had calmed down as she got out she noticed her dad was not home yet. "Guess he's still at work" she said to herself. She looked the door behind her knowing that a few of the convicts were still at large. When she got to her room she changed and into her pajamas and continued her work.

Gwen sat at her desk looking through her notes; she looked through article after article, after article but nothing cam e up on how Spider-Man came to be. Gwen was just getting frustrated when she looked above her desk at a picture of her and Peter. She was in her old orange-pink hooded sweatshirt, pink head ban, and glasses. Peter had his trademark gray long sleeve shirt under a blue t-shirt. She looked at the picture and smiled. Her mind brought her back to when they were on their school field trip to the ESU lab. She smiled as she remembered how excited he was about the trip. They had spent hours if not days talking about it. The super spiders where the main topic they talked about…super spiders…Gwen thought back to the restaurant; _he would have had to have been bitten by some kind…of…radioactive spider._

"Or a genetically enhanced spider" she said. Her train of thought was derailed as her cell phone grabbed her attention. She looked at the caller ID, "Harry" she mumbled in annoyance. Reluctantly answering her phone she said, "Hello?"

"Gwen where are you? Are you OK?" asked Harry in a semi frantic, but annoyed voice.

"I'm home Harry where did you think I was?" asked Gwen in an angry tone. "You left me sitting at the table Harry. After an hour of waiting I came home."

"Gwen I'm sorry for bailing on our date it's just that", Harry's lowered his voice to a whisper, "OsCorp was robbed."

"What!" she shouted shocked, "Are you ok is anything missing?" Harry's voice was faint but could be heard on the other end of the phone. Gwen stayed quiet as Harry explained all that was stolen. Gwen's eyes went wide as Harry listed off what had been taken. By the end of the list Gwen was shivering, _all that stuff that was used by the Green Goblin_, she thought. "Harry I'm so sorry? Is there…"Gwen was cut off by Harry.

"Sorry babe can't talk now bye", he quickly said and hung up. This was the second time tonight that she had been ditched by the guy who was suppose to be her boyfriend. Gwen was so mad that she threw her cell phone…out the window.

Peter was just finishing up his patrol when he headed back home. With most of the escaped convicts back in jail the crime wave was slow. As he passed over the houses he noticed that he was unconsciously heading in the direction of Gwen's house, "OK…I am now officially stocking the police captain's daughter."

While passing Gwen's house he noticed that her dad was not at home _must still be looking for convicts_, _hoped I helped a little he_ thought. Spider-Sense suddenly went off as the webbed wonder back flipped onto a light post and caught…a cell phone. Looking at it more closely Spidey recognized it as Gwen's cell phone. He looked back at Gwen's house and saw her looking all around the street for it. Spidey jumped from his perch and landed on a lamp post near Gwen. He thought about just dropping it and leaving it, but something told him to stay. Gwen was so caught up in looking frantically for her phone that the sudden appearance of a voice made her jump.

"Is this what you're looking for?" he asked.

"Spider-Man!" she gasped.

"I get that reaction a lot" he stated lowering himself on a strand of webbing. "I never give out my number; of course that was a creative way of getting my attention." Spider-Man handed Gwen back her phone.

Taking the phone back she said, "Thank you, Sorry if I hit you."

"No problem, always glade to help a beautiful lady" he said, making Gwen blush slightly. _Easy Pete, she's still Harry's Girl friend…but Spidey doesn't know that_.

Coming out of his daze Spidey realized that Gwen was giving him a strange look, "What? Is my fly down?"

Gwen gave a small giggle at his comment, "No, I just thought you reminded me of someone."

"I get that a lot too" he said "I better get going. I wouldn't want to put you in danger Miss Stacy."

"You know my name?" she asked surprised.

"I make it a personal point to learn the names of people I've saved more than three times. Besides I saw your picture on Captain Stacy's desk, and you friend Parker has mentions you all the time."

"Peter talks about me?" she asked with obvious hope in her voice.

"Sure, why wouldn't he talk about his girlfriend?" asked Spidey, knowing full well he was treading on thin ice.

The look of hope on Gwen's face disappeared, "Peter isn't my boyfriend…Harry Osborn is."

"Oh, I'm sorry for the misunderstanding. The way Parker talked about you…" He trailed off. A large ball of guilt was forming in the pit of his stomach. Just then sirens could be heard in the distance catching both Gwen and Spidy's attention. "I'd better get going. I'm not exactly on Mr. Osborn's top ten list." He shot a web line to another lamp post.

Before he left Gwen said, "If it's any consolation…I don't think you're as bad as the Daily Bugle says. You saved peoples' lives, not to mention mine."

Beneath his mask Peter was smiling, "Thanks Miss Stacy." With that he sung down the street and out of site.

Gwen stood there for a moment, "Call me Gwen."

_You idiot what were you thinking! You not only hit on your best friend's girl, but you do it as your alter ego!_ Spidey mentally scolded himself as he chased a car of thugs. Leaping from his web line he landed on the roof of the car. "Good evening gents and I use the term loosely" he said looking in to the passenger side window. "I don't really know what you stole" he said a she web shot the key out of the ignition, "but how's about you put it back." One thug tried to punch him but Spider-Man easily caught the punch and pulled him out of the car. He made a spider web between two lamp posts and threw the thug into it. HE shot a web line at the driver and webbed him as well. "I think you two need a time out. So hang out here and think about what you've done", he said before swinging off. _Ok on the way back home I'll stop by Gwen's and apologies for my behavior…Great now I'm giving myself excuses to see her!_

Gwen sat at her window looking down at the side walk. She just kept replaying the conversation with Spider-Man over and over in her head. She looked again at all the news paper clippings on her desk. She once again tried to piece together the Peter is Spider-Man puzzle, but she just could not wrap her mind around it. _This is Peter were talking about. There is no way he could be Spider-Man. What made me believe that in the first place?_ Gwen got up from her seat and walked over to her desk. She looked at the three photos from Mary Jane. Her thoughts were a jumble of emotions from anger, to hurt, to fear and worry. _I hope he's alright._ The phone rang bringing her back to reality. Gwen walked over to her desk where her cell phone was, placing it to her ear.

"Hello?"

"Hey girlfriend" greeted Mary Jane in her usually upbeat tone. "What are you up to?"

"Nothing much" said Gwen as she sat down in her desk chair, "How are things with you?"

"I'm fine but I wanted to make sure you were ok" said Mary Jane, "I saw and heard the way you were talking to Harry today. I just thought you might need someone to talk too."

"Actually that might not be such a bad idea" Gwen sighed, "I've been wrapped up in a bit of a pet project and it's really been bothering me."

"Say no more I'm on my way" declared Mary Jane. Before Gwen had a chance to protest she heard a click and knew the conversation was over. As Gwen set her phone down there was a knock at her door. _That was quick_ she thought as she came down the stairs to open the door. She was shocked to see a large bouquet of roses and surprised to see Harry with a very sheepish smile. Gwen smiled then slammed the door in his face. She was heading up stairs when another knocking came from the door.

"What Harry?" was the response she gave as she stood in the doorway.

"I'm really sorry Gwen" he said, "It was really bad at the plant and I didn't mean to hang up on you."

"Look Harry I get the fact that OsCorp tech was stolen and I get that it was a stress full situation" said Gwen calmly.

"Thanks Gwen" stated Harry.

"I'm not done" she said giving him **the look**. Harry was silenced quite quickly.

"I understand, but that does not give you the right to treat me like some toy you drop and pick up again when you feel like it" said Gwen forcefully. She could tell that Harry was getting the message. He dropped his arms and hung his head.

"I know I've been a horrible boyfriend" he said with a bit on hurt in his voice. "It's just with everything that's been going on…becoming the Jr. head of OsCorp, keeping up in school, not to mention my dad's death."

The mention of Harry's dad made Gwen's skin crawl, but a t the same time she felt bad for her friend. She remembered how Peter acted when his Uncle Bed died. She walked forward and gave Harry a small hug.

"I'm sorry" she said softly, "I didn't realize how much stress you were under."

"I found it" said Harry flatly.

"You found what?" Gwen asked.

"The chamber my dad used for the Globulin Green" replied Harry.

Fear was the only emotion Gwen could feel she quickly looked Harry in the eye praying he had not gone back on the green. Harry looked at Gwen and quickly reacted, "Don't worry I destroyed the chamber and all the Globulin Green in the room. I almost took some but I knew you wouldn't approve. All I want to do is make you happy" said Harry with a small smirk.

Feeling somewhat relieved Gwen took the flowers and sniffed them, "Thank you Harry there beautiful." She reached out to hug him again but instead was shocked when Harry stepped forward and kissed her on the lips. The kiss only lasted a few seconds but it left her feeling…empty.

"See you tomorrow" said Harry as he turned and walked back to his limo. As the limo door closed Harry's phone rang.

"Hello?...What are you calling for?" he shouted, "I said to never call me!"

The voice on the other line just murmured, "Fine, fine, I'll be right there! Head back to OsCorp" he told his driver.

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Well, Well, ,Well It would Seem Harry is not all that different then his old Man...What a shock, Little dork. What is Mr. Osborn up too keep reading to find out. PLease Review.


	4. Chapter 4: Temperature Rising

Greetings and Salutations _true believers_, it would seem that things got interesting in our last chapter. We saw Gwen getting fed up with Harry's antics and we also saw Spidy knows how to charm the lady's, or at least the ones who throw cell phones at him. And what about that kiss Harry gave Gwen…I didn't like it either but it had to be done. So how will Mary Jane handle Gwen's pet project Lets find out.

P.S. I didn't know the name of the hotel Liz Allan's family lives in, so sorry for that. If anyone does know it please tell me. OK that's it.

SHOW TIME!

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Chapter 4: Temperature Rising

As the Limo pulled away Gwen just stood there trying to take in what had just happened. Gwen noticed a flicker of movement out of the corner of her eye she turned quickly to see Mary Jane just a few feet away with her mouth open in shock. Gwen felt like the Rhino just hit her, a wave of embarrassment mixed with guilt washed over her. She ran inside and headed straight to the kitchen. Mary Jane walked into the house and shut the door, she followed Gwen, "That was certainly…different" MJ said finally breaking the silence. "I don't know what you mean", said Gwen as she continued to place the roses into a vase. Mary Jane smirked at Gwen's, still constant, shyness.

"Look girlfriend, I am not going to judge you. You and Harry are a couple, I get that. All I was saying is it was very out of character for Harry. I've never seen him kiss you before like that" stated Mary Jane.

Gwen just stood there as she finished arranging the roses. "That's because he hasn't. This was the first time Harry kissed me like that" replied Gwen softly.

Mary Jane simply smiled and put her arm around Gwen lead her out of the kitchen. "Come on, show me this pet project of yours", she said as they entered her room. Gwen was suddenly snapped out of her daze when the words "pet project" was mentioned. Gwen quickly tried to hide everything by soon realized she had more paper work then she thought. Giving a sigh and hearing MJ giggle at her attempt; she dropped everything in her arms back on the desk and took her seat at her window. MJ sat down on her bed and she just sat there waiting to hear what Gwen was working on.

Taking a deep breath Gwen asked, "Mary Jane have you ever known someone your whole life and thought you knew everything about them?"

Mary Jane thought about it, "You mean like when Harry was taking that Globulin Green and his personality started to change?"

"Kind of but not really… (Sigh) it's about Pete" said Gwen. "Pete use to be there for me and Harry. He was so dependable, like clockwork. Then his Uncle Ben died. I was worried over the summer that he would be depressed with me and Harry gone, but when we got back to school Pete seemed to be his old self again...well sort of. That was when he started being late for school, ditching Harry and me, he even showed up to class smelling like garbage. I thought this was just some cry for attention or depression because of his uncle. Then he ran out on the gene cleanser for the Lizard to take pictures of Spider-Man. That's when I really noticed…this was not the same Pete." Gwen was on the verge of tears. Mary Jane went over to the window, hugged her and sat down. "Sorry" she said after a moment, "I guess I just kept this bottled up inside for a longer then I thought."

"Hay, no big deal; what are friends for?" stated Mary Jane, "So you're worried about Pete?"

Gwen nodded, "Ya, I know it must seem silly Pete is a photographer he can handle himself…I think" both girls laughed. "I just think he's hiding something from me, I just want to make sure he's ok."

"I understand. Have you talked to Pete about this?" Mary Jane asked.

"Usually I bring it up whenever something seems off" stated Gwen.

Mary Jane looked puzzled, "Off?"

Gwen looked at her, "Like yesterday, I was walking to the lab I got to the top of the stairs when I missed a step and Peter was there to catch me."

"That doesn't sound all that strange."

"Let me finish, later as we were walking around the ESU campus we were talking the all of a sudden Pete grabs me and pulls me over just as a soccer ball flies by where my head should had been. Then there was the back flip at Rockefeller plaza, then there was the time he dodged all those water balloons, and it explains all the disappearing he does."

"Whao, Whao, slow down girlfriend your goina pass out if you keep going" said Mary Jane.

Taking a few deep breaths Gwen calmed down, "Thanks Mary Jane, I needed that."

"Ok so, what do all of these things you mentioned have to do with Pete?" asked Mary Jane.

Gwen hesitated for a moment, should she tell her? Did she have a right to tell her? Maybe MJ could help her figure this whole Peter/Spider-Man thing out. Without a word Gwen got up from her seat and walked over to her desk. She picked up a few things then sat back down. Gwen handed Mary Jane some of the newspaper clipping with notes. MJ looked over the clippings, as she read everything she seemed confused but she also looked like she knew what was coming.

"So your pet project is making a scrap book of Spider-Man?" Mary Jane asked innocently, "No offence Gwen but I never figured you for the fan girl type."

"No I'm not making a scrapbook" replied Gwen flatly, "Each of these stories correlate to a time Pete had either disappeared or had some sort of injury." Gwen took one of the clipping, "Take this one for example", she said pointing to a clipping of Spider-Man, Doc Oc, and Silvermain, "This happened on Valentine's day remember when Pete left dinner?"

"Ya, he had to take pictures for the Bugle" Mary Jane stated.

"Right but how does someone get a burse on their body from taking pictures?" Gwen asked.

"May be he got too close to the action."

"If he got that close he would have been taken as a hostage" Gwen stated, "Besides Pete is the best photographer I know he would never be that stupid. Also look at all the photos" Gwen pointed to the three photos, Mary Jane just looked confused, "They are all from the same angle. It was like Pete put the camera on automatic in one spot."

"How do you know that?" asked Mary Jane.

"Pete use to develop the film when he used an older camera on his own…I spent a lot of time with him" replied Gwen with a small smile and a blush.

"From the looks of this stuff I have to get that you think Peter Parker is Spider-Man?" she finally asked looking at Gwen. Gwen just nodded her head. "And what caused you to come to this conclusion?" Gwen looked at the last two things in her hands; one was the close-up of Spider-Man with part of his mask missing she got from Mary Jane. The other was an enlarged photo of her and Pete at the ESU lad watching Dr. Connors and Eddie Brock arm wrestle. She handed both pictures to Mary Jane.

Gwen let her look over the pictures, "See anyone familiar?" Mary Jane just shrugged.

"So they look the same that doesn't mean Pete clings to walls."

Gwen then pulled out a paper mask much resembling the ripped one in the photo. She placed it over peters face from the lab photo. Mary Jane's eyes went wide; both faces's looked exactly the same. "Now see anyone familiar?" asked Gwen now getting her friends attention.

The time was ten past twelve, Gwen lay in her bed trying to get to sleep all she could think about was the conversation she had with Mary Jane. She told Gwen that even though she made a valid point there was still no proof that Peter was Spider-Man. They talked for another hour on what to do. Finally they agreed on getting more evidence, possibly form Peter himself. Captain Stacy arrived just as Mary Jane was leaving. Gwen got up and made her way to her window; she sat down and stared at the starry night sky. Her mind was suddenly filled with thoughts of Peter changing into his Spider-Man costume and rushing to the rescue. She remembered when she was saved at Coney Island, and when he came to her Rescue after the Master Planer got her. But her favorite most recent memory of Peter Parker was when he saved at the Thanksgiving Day Parade, second only to her kissing Pete. A smile appeared on Gwen's face as she looked back at the good Pete did as Spider-Man. As she looked at the night sky she slowly found differed off to sleep, dreaming of her and Pete swinging across the city.

As Spidey continued his patrol he kept thinking back to his conversation with Gwen. He smiled under his mask, but then quickly shook his head _Whoa there Pete, Harry is Gwen's boyfriend. As much as we want to be with each other I need to still respect that fact as both Peter Parker and Spider-Man._ He was about to turn around for home when his spider sense went off, letting go of the web line Spider-Man dropped just in time to miss being caught in a explosion and a High Pitched Screech. Spidy's heart stopped cold he quickly attached himself to the closest building. He turned his head in the direction of the blast and saw green smoke. His eyes widened _that was a Pumpkin Bomb_ he thought, looking around frantically for a purple bat glider and the sadistic green face of its rider. He continued his search hopping to be wrong. After a twenty minuet search Spider-Man decided it was just some pumpkin head wanabe. As he made his way home after stopping three more muggings, he removed his mask and crawled into bed.

In the morning Peter got up and dressed then headed down stairs for breakfast. AS he came down the stairs his Spider-Sense went off. He slowly walked down the last few steps keeping close to the wall, he then heard Aunt Mays voice followed by two others. Peter recognized the voices of Mary Jane and Gwen, surprised to hear two of his friends in his home so early in the morning he casually walked in to the kitchen.

"Hey Tiger" greeted Mary Jane.

"Hi Pete" said Gwen, a bit nervously.

"Hey MJ, Gwen…What are you two doing here?"

Aunt May had been cooking waffles tuned to her nephew, "The girls thought it would nice to go out on such a beautiful day." Both girls produced a smile at Peter who looked at them suspiciously. Gwen noticed this and knew she needed to put more of an act if this was going to work.

"Come on Pete, we never get to see each other that much now a days" she said, "I just thought this would be a nice way of spending some time together."

Peter couldn't argue with that, "But what about Harry?"

Gwen gave him an annoyed look, "We thought that just the three of us would be more fun. Besides Harry is busy today, I already tried."

That brought a large smile to Peter's face which did not go unnoticed by the two reaming ladies in the kitchen. The three teen ate and left giving their thanks and good bye's to May Parker. As they walked they talked about what was going on, how school was, but most of the questions were directed at Peter.

"So tiger, how is your job going?" asked Mary Jane in her silky voice.

"It's going great" replied Peter nervously, "As a matter a fact I have some new one right here." He pulled out his camera from his pocket and showed the girls some pictures of Spidy beating up some thugs, rescuing some hostages and just plain showing off. Gwen and Mary Jane were quite impressed at the pictures, and if what they thought was true, with Peter as well.

Gwen took this opportunity to ask a few questions, "So Pete where did you get the camera? I thought your new one got blown up on the class ride along with dad."

"It did" said Peter sheepishly, "I luckily bought an added insurance policy to cover it in case of any damage."

"Great idea tiger" replied Mary Jane, "Looks like we'll have you and Spidy around for a while" she said in a knowing voice. This remark made Peter raise his eyebrow. She noticed the look and back tracked, "I mean without you we would never know what's happening to Spider-Man. You're like our inside source."

Peter chuckled, "you make me sound more like a spy then a photographer."

The three friends began to laugh as they got on the bus. They got off the bus and began walking towards the shopping district. Peter was glade for his spider strength he had a feeling he was going to be carrying a lot of shopping bags. As the trio came to an ally a voice caught their attention.

"Please don't hang up!" it shouted, "MARK PLEASE!" There was a few seconds of silence followed by a hysterical cry. Peter, Gwen and Mary Jane followed the cry into the ally to find Liz crying her eyes out.

"Liz what happened?" asked Peter.

"Are you ok?" followed Gwen. She knelt down to help her up. Liz just looked at them, for a moment she didn't know where she was. Then suddenly she threw her arms around Gwen and continued to sob on her shoulder. Peter and Mary Jane just looked at each other and then to Gwen who had the same surprised look on her face as the other two. Gwen got up with Liz still sobbing, Mary Jane placed a hand on her shoulder to try and comfort her.

"Liz…What happened?" asked Mary Jane. Liz just looked at her she tried to say something but nothing came out.

"It was Mark wasn't it?"

All three girls looked at Peter. He had a stoic look on his face, almost like her was ready for action. Liz just nodded her head. "I was walking back home to the Hotel when my phone rang" she said trying to compose herself. "I thought it was just my dad calling to check up on me…but…but when I answered it was Mark." She placed her head back on Gwen's shoulder and began to sob again. Gwen and Mary Jane looked at one an each other, not quite sure what to do.

"We need to call the police" stated Gwen reassuringly, "My dad can help Mark."

"Ya" agreed Mary Jane, "If we get to him first maybe we can talk to him. What do you think Tiger…Tiger?"

The three girls looked around the ally but there was no sign of Peter Parker anywhere. Gwen and Mary Jane looked at each other and nodded, this was what they had been waiting for. Without a word Mary Jane ran out of the ally to hail a cab, Gwen walked with Liz out of the ally. They all climbed into the cab and head for the hotel.

Across town Spider-Man was swinging to find Mark first. _If I can get there first I can try and talk Mark out of whatever he's thinking about doing…It's the least I can do for Liz._ Spider-Man landed on the Hotel wall and began searching for the right window suddenly he heard someone shout, he crawled to the top floor peering into the window. He saw Mark on his knees surrounded by burnt and broken furniture. _Well that's one way to redecorate_ he thought as he looked for an open window. He saw one just one over from him. Spidy looks inside to see Pink walls and cheerleading pom-poms and a uniform, a large bed, and a small bedside table with a lamp and picture on it. The picture was of Peter and Liz a Coney Island. Spidy mentally slapped himself. _Of course, the only open window leads right to my ex-girlfriends bed room._ Feeling extremely uncomfortable he entered the room and made his way to the living room. Mark had not moved from his spot.

"Why?" he asked, "Why does this keep happening?"

"Well you're no professional, but I can see you at as a interior decorator."

Mark looked up, "Spider-Man!"

"The one and only" he replied happily.

Mark stood up, his body began to smolder, "I get rid of you then everything gets better."

"Wow, there hot head" said Spidy and he jumped from the ceiling to the floor. "You really want to fight in here; don't you think you've done enough damage?" Mark looked around at what was once a nicely furnished living room, but now it looked like someone set off fire crackers. He looked down at his hands pure heat surrounded them. He remembered how he got like this, his gambling habit, paying a debt, becoming a freak, working for the Goblin…the Goblin! Marks eyes widened in horror he needed to finish what he started…get rid of Spider-Man. He turned to the wall crawler and shot as stream of fire at him.

"Wow!" he said dodging the blast.

"I get rid of you they all be safe!" shouted Mark as he charged at Spider-Man.

"Who will be safe?" Spidy asked as he dodged Mark again causing him to ram through the breakfast bar into the kitchen. "What are you talking about?"

"He said if take care of you he won't hurt my family or Mary Jane" Mark stated flatly.

"Who?" questioned Spidy.

"The Goblin."

Spider-Mans stopped where he was, "No Mark your wrong." He said trying to calm the raging teen, "The Green Goblin is gone! He's not coming back!"

"I never said it was the Green Goblin!" Mark shouted as he rammed his shoulder into Spider-Man causing him to be threw though the wall. Spider-Man quickly shot a web line to the hotel and swung around to the side, he had planned on catching Mark by surprise but the opposite happened. Molten Man bashed thought the wall of the hotel and grabbed Spider-Man around the waist. They both fell to the building below crashing through the ceiling.

The police were had already arrive as the cab pulled up. Liz, Gwen, and Mary Jane got out and ran up to the Police barricade.

"Dad!" shouted Gwen, when she saw Captain Stacy, "Dad over here!"

George Stacy turned to see his Daughter waving to him, "Gwen, what are you doing here?"

"We came to talk to Mark" said Liz frantically.

"Sorry Miss Allen but no one is going into that building" he stated.

"But what about Mark?" asked Mary Jane. A loud boom caught the crowd's attention.

"Be ready" called Captain Stacy.

"Look it's Spider-Man" shouted someone. As the crowd began to cheer there was another BOOM from the Hotel came Molten Man. He tackled Spidy in mid swing and they crashed into a neighboring shop, Gwen and Mary Jane looked on in horror.

"Pete" Gwen whispered, "Be careful."

Inside the shop Spidy and Mark were recovering from their fall. Shaking the pain out of his head Spidy's spider sense went off just in time for him to dodge lava ball.

"Mark, please you don't have to do this just turn yourself in and the police will help protect your family" said Spidy.

"No" replied Mark, "They can't no one is safe from the Goblin. He can get to anyone anywhere."

"**That right" **came a voice over the intercom system of the shop. It was a somewhat low and gravelly voice, "**Sorry to interrupt your fun boys, but I think this little test is over. Molten Man be a good lackey and come home.**"

"And what if I'm not done with him?" asked Spider-Man.

"**Don't worry little spider, I have something else you can play with.**" Then a large pumpkin bomb dropped from the ceiling with one minute left on the timer. Spidy wasted no time he grabbed the bomb and jumped up through the hole he and Mark made before. Web slinging higher above the hotel, he shot webbing onto the bomb and used it like a bolo and hurled the bomb into the air just as it when off.

**BOOOOOM!**

**

* * *

**WOW! What a BLAST!. . . Ya that was uncalled for, sorry. Please Review.


	5. Chapter 5: Conflict and Resolution

Welcome _true believers_ to another chapter of my story. In our last chapter Spider-Man ducked it out with Molten Man, aka: Mark Allan. He was just about to get some answers when someone else intervened…how rude. Before Spidey could get any more info, a bomb was dropped right at his feet. Did the spectacular Spider Get the bomb out of range in time? Did he get out of range in time? I sure hope so. I don't want to clean up that mess.

ON WITH THE SHOW!

* * *

Chapter5: Conflict and Resolution

The crowd watched in wonder as the web slinger jumped out of the shop and swung over the hotel. Everyone waited to see what was happening…

**BOOOOOM!**

Everyone hit the ground in fear. Captain Stacy protected the girls as debris fell everywhere. Confetti and pieces of paper fell from the sky. Everyone looked around. The crowd cheered; Spider-Man had saved them again. George got off the girls, seeing it was safe. One at a time Gwen, Mary Jane, and Liz got off the ground. Sargent Carter picked up one of the pieces of paper.

"Captain!" called, he handed George the paper.

From the top of the Hotel, Spider-Man was just regaining consciousness. While the blast missed the crowd, Spider-Man had been hit by the shock wave and was slammed into the hotel roof by the force. As Spidey's head began to clear, he saw the roof littered with confetti and pieces of paper. Picking up one of the pieces of paper, he saw a single word.

Hobgoblin

Spidey looked at the name in frustration. "Great…another one. What a way to start the weekend." He got up, making sure nothing was broken, suit or self. He made his way over to the edge of the building. Looking down, he could see the crowd was starting to dissipate. _No ambulance, no commotion, looks like everyone is ok._ _Now I just need to get back to the girls…_ thought Spidey as he scanned the crowd. His mask covered eyes fell on to the three girls he was looking for. This made things easier. He webbed his way a few streets over, than changed back into his street clothes. Running the five blocks, he found his three female friends talking to Captain Stacy.

George looked, "Pete, there you are. Did you get any good shots for the Bugle?"

"Shots?...Ow, no I-I just got here" he said pretending to be out of breath. He then looked at the three girls, "Where did you three run off to?"

"Us?" questioned Liz, "Petey we turned around and you were gone. If anything, we should ask where you went," she stated, half worried, half angry.

"I went to call Captain Stacy. I thought if he got here, he could talk to Mark" replied Peter.

"He's right" replied George, "I received a call from Pete telling me about what happened. When I got here, I received word of explosions from inside."

"Then I went back to the alley and you three were gone" finished Peter.

"We thought you left to get pictures" said Liz.

"Not this time" replied Peter.

Liz gave him a small hug, "Thanks Petey." She squeezed a little tighter; Peter flinched in pain in response. "Petey, are you ok?"

"Yeah," he said recovering quickly while rubbing his chest. "I crashed into a delivery cart on the way over here." He nervously laughed, hoping that would satisfy the questions. Unfortunately, it didn't.

"Why not just take a cab?" asked Gwen.

Peter flashed a sheepish smile, "Not enough money."

Everyone nodded in understanding. Breathing a sigh of relief, the group plus Liz left the scene to continue their day.

Across town near the docks we find Molten Man making his way to an old abandoned OsCorp warehouse. He pressed his hand to the wall and a key pad popped out of the space. He punched in a code and the door opened. Inside the warehouse, there were mounds of boxes with old and obsolete inventions and ideas. As Molten Man continued his way down the aisles, he heard the faint sound of arguing. He groaned as he knew what he was walking into. Ever since the breakout, the group known as the Sinister Six – or seven before Kravenoff was arrested – have had one thing on their minds: how to destroy Spider-Man! Rhino just wanted to flatten him and Electro wanted to fry him. The two could go on like this for hours if not stopped. Mark came around the corner and saw the two fighting villains.

"Flatten 'em'"

"Fry him"

"Flatten 'em'"

"Fry him"

"Flatten 'em'"

"Fry him"

"FLATTEN 'EM!'"

"FRY HIM!"

The other villains were around the outer edge of the area they cleared for themselves. Sandman and Mysterio looked at each other. "How long are they going to keep this up?" asked dome garbed villain.

"Knowing O'Hirn," replied Sand Man, "Another three hours."

Vulture was standing next to Doctor Octopus, while he tinkered with some of the equipment he found in the warehouse.

Rhino slammed his fist on to the table in front of them. "I say we find the web head and flatten him into a pancake!" he shouted.

"No!" shouted Electro, "We fry Spider-Man on sight!" He grinned wickedly as sparks leaped from his hands.

"How do you plan to do that?" questioned Mysterio. "All you have been able to do is distract the spider. He's too fast for you."

Electro would have rebutted, but an outburst from Vulture caught their attention. "WILL YOU JUST SHUT UP!" Every one remained quiet. They were not use to Vulture just screaming for no reason. Doc Oc placed a metal tentacle on Vultures shoulder.

"You must forgive Adrian," he said sympathetically. "He just learned that Norman Osborn's life has ended."

Sandman started to snicker and laugh. "Are you mad because you didn't kill him…or by who did?" he asked. The others were confused by this question, even Toomes.

"What are you talking about?" asked Vulture.

"Spider-Man" he simply said. Everyone stopped in their tracks at the new topic. "He offed Osborn." Marko soon found himself slammed through the crates he was leaning against.

He reformed himself to see Vulture breathing deep. "What are you talking about, you idiot!" he shouted. "We all know Spider-Man killed him!" Vulture shouted with disgust.

Marko simply laughed again. "Yeah, but do you know why?" Everyone waited for the answer, but no one knew. "Norman Osborn was the Green Goblin." Shock is the only word that could describe the everyone's reaction, with the exception of the good doctor. "It seems good ol' Mr. Osborn was using some king of juice to buff himself up" he continued.

"Globulin Green" said Doc Oc, somewhat ominously.

"Yeah, that's the stuff. Anyway, we all know what Osborn did, but what we didn't know was that he framed his own son to save his butt. Then, he kidnaps him to frame him. So Osborn called Spider-Man out in a fight. He rigged the whole New York skyline with traps. The fight ended with the web-head stuffing one of Osborn's own pumpkin bombs into the his glider thingy's engine and sending him to a water tower filled with bombs!" Sandman threw his hands out for emphasis. "But, Osborn Jr. didn't want the bad press, so there was a huge cover up."

"It would seem the apple does not fall far from the tree," replied Doc Oc. Then a sinister smile crossed his face, "Your tale was somewhat unnecessary…and yet so very informative. Thank you Marko." The others just looked at him in confusion. Well, I bet Mysterio was confused under his fish bowl. "You have given me an excellent idea as to our current predicament."

"Are you ladies done gossiping?"

All seven villains looked up to see a figure descending from the rafters. He rode in on a silver version of the Green Goblins glider. He had an orange one piece suit with blue legs and arms. He wore orange gloves and boots as well as an orange hood and cape. As he landed, the light shined on his face: yellow with red eyes. A sadistic smile across his face showed enlarged fangs. Everyone's attention was on him. He smiled as he looked at each and every one of them.

"And how was everyone's day?" asked the Hobgoblin mockingly.

Electro shot a burst of electricity at this new speaker, however he was too quick and took off straight up on his glider and dodged the attack.

"What's the matter, not in a talking mood?" he replied.

"Get down here and fight you freak!" shouted Rhino.

"Freak?" he asked, "You're calling me a freak? Apparently I need to get you lot some mirrors."

"Spare us your incessant rating" said Doc Oc. "What is it you want this time?"

"Can't a friend just stop by to say hello?" Hobgoblin asked.

"Friend? You have us trapped here like rats!" shouted Mysterio.

"We broke out of one prison just to be put in another," replied Vulture.

"I had to make sure you would agree to my plan," said Hobgoblin matter-o-factly.

"Your plan thus far is faring just as good, if not worse, than any of ours," stated Doc Oc as he indicated everyone on the ground.

"Step one: yes, I did expect Molten Man to put up more of a fight but I guess he still needs some training." Mark looked at the ground in shame. "Anyway, I figured that you would feel this way, so I brought a little incentive," said Hobgoblin as he flew to the rafters and came back down with a large duffle bag. He dropped the bag onto the table and its contents fell out: money and lots of it. The villains just looked at the Hobgoblin in confusion. He smiled as he said, "If you can't beat 'em, pay 'em." A smile grew on the sinister six faces.

Doc Oc raised a tentacle, "Well then partner…What's the plan?" The hobgoblin took the tentacle and shook it while laughing manically.

"Let's review," said Mary Jane, "Mark?"

"Called dad," replied Gwen. "Robber?"

"Bathroom break. Fire?"

"Took Pictures. Car chase?"

"Stomach ach. Car jacker?"

"Got a soda. Purse snatcher?"

"Don't forget girlfriend, it was my purse. Pete tried to tackle the guy, but ended up in a dumpster. Bank robbers?"

"Took pictures," said Gewn with a huff. "We've been at this all day." Currently the trio was at the Silver Spoon Café for some rest after a long day of shopping. The group offered for Liz to join them, but she decided to stay with her parents at the hotel. Pete was getting coffee while Gwen and Mary Jane grabbed a table, in order to break down the day. "And we still don't have proof of Peter being Spider-Man."

Mary Jane sighed, "I hate to say this girlfriend, but maybe Tiger isn't the wall crawler."

Gwen put her head down on the table, "I guess…But it just doesn't make sense," she almost shouted. "There are too many coincidences between Peter and Spider-Man. What about after Peter meet up with us and Liz at the hotel? The burse on his chest was from when Mark slammed into him."

"Or he could have just gotten it from the delivery cart he says he crashed into," replied Mary Jane. She looked over at the dejected looking Gwen. "Hey, I'm not trying to get you upset. I'm just trying to be realistic."

"I know," replied Gwen. "I guess I was just looking too hard for answers."

"If you want answers, you'd have to ask Spider-Man himself," said Mary Jane, giving a small laugh.

Gwen's eyes seemed to brighten as she gave a big smile. "Mary Jane, that's it!" Gwen quickly asked the waitress for a pen. She pulled out one of the receipts from her pocket and began to write.

"What are you doing?" asked Mary Jane, a little concerned.

"Taking your advice," said Gwen simply. She looked up to see Pete coming to the table. While giving Mary Jane her Latté, he noticed Gwen scribbling something down.

"Gwen…what are you doing?" he asked as he placed her drink in front of her.

"Just writing your pal a note," she replied. She then handed the note to Peter. "Next time you see Spider-Man, can you give this to him?"

Peter raised an eye brow in confusion. "Ok…What is it?" he asked as he began to open the note.

Meet me at

Nine tonight

Gwen

Mary Jane read the note over Pete shoulder. "You want a rendezvous with Spider-Man?" she asked, puzzled.

Gwen's face turned redder then a tomato. "What! No! I just want to talk to him, you know, and say thank you for all the times he saved me and my dad."

"He won't show up," said Pete.

"Why not?" asked Gwen.

"Think about it Gwen," said Pete sternly. "Spider-Man has a number of psychos and villains that would love to get their hands on, if not kill, the wall crawler. If just one of them sees him with you… I'd never forgive myself if something happened."

Gwen reached over and placed her hand on Pete's. He wanted so badly to take her hand in his, but Gwen was still Harry's girl…even is he is a shmuck. Pete looked at Gwen with her pleading turquoise eyes. Knowing it was a bad idea Pete opened his mouth, "I'll do what I can, BUT no promises."

"Thank you Pete" she squealed as she hugged him. At that moment, a cell phone went off. Gwen reached into her pocket and looked at it. Harry Osborn occupied the caller ID of the text.

She looked at the message then sighed, "I have to go, Thanks for a great day you two. We really need to do this again, and thanks again Pete." Without thinking, Gwen bent down and kissed Pete on the cheek before leaving the Silver Spoon. Pete sat there stunned; all feeling had left his body. He heard, felt, saw, and tasted nothing. Slowly, a goofy lovesick smile crossed his face. A giggle drew his attention towards the redhead seated next to him. He could see that she was holding back her laughter.

"What?" he asked. All Mary Jane did was point to Pete's shirt, he looked down to see a huge coffee stain. Pete jumped out of his chair, feeling seeping back into his body. "Hot! Hot! HOT!"

Gwen had grabbed a cab and headed to Harry's penthouse. As she exited the elevator, she could sense that something was wrong. She slowly made her way into the living room. She looked around the area, remembering all the times Mr. Osborn had greeted her and Pete as they entered his home. The thought of Norman Osborn made Gwen's skin crawl. She just wanted to find Harry. Gwen backed up, only to feel two hands fall on her shoulders. She screamed and jumped as she tried to get away, but the grip was too strong.

"Gwen…cut it…out...It's me, Harry!"

Gwen stopped her flailing and turned her head to see Harry with a rather annoyed look on his face. She was breathing hard from her scare. "Harry! S-sorry, you just scared me," she said with a small smile.

"Yeah, I noticed," he replied with repugnance.

"You said you wanted to talk to me?" she asked, both concerned and scared.

"Where were you?" he asked dryly.

Confused, Gwen answered, "I was out shopping."

"With who?" his anger becoming clear.

"Mary Jane and Pete"

"What were you doing with him!" he shouted.

"We were shopping. What is the problem?"

"You were with him instead of ME!" he shouted pointing a finger in Gwen's face. "I don't want you to anywhere near Parker!"

Now Gwen was getting mad. "What is your problem, Harry! Peter is my friend. He's your friend too! Besides I called and asked you if you wanted to join us, but you said no."

"I thought you meant just you and Mary Jane!" he shot back. "Is Pete really my friend? Would a friend keep taking pictures of your father's killer? Would a friend go behind your back and try to take your girlfriend?"

Gwen felt her jaw drop in shock, all anger gone.

"That's right Gwen, I heard everything. You were going to leave me for Pete."

"Harry…" She couldn't look him in the eyes. "I'm sorry, I really am…but…I-I love Pete." She looked up to see his reaction. She had expected him to him to be angry, but he was downright furious.

"Why?" he muttered. "How…HOW!" He threw his fists into the air. "How could you choose that loser over me? I have money. I have power. I can take better care of you then that pathetic photographer!"

Gwen's anger began to boil over. "You have no right to talk about Pete like that!" Her reaction caught Harry off guard. "Peter is the sweetest, kindest, and most caring person I've ever met. He puts his aunt and others before himself everyday and never asks for anything in return. Who are you to call him a loser?" Gwen had got right into Harry's face.

Acting purely on instinct, Harry pushed Gwen out of his face and onto the ground. "Now you listen and you listen good," he said in a frightening new voice. "You are my girlfriend. That means you do what I say."

She got up and dusted herself off. She looked at him and walked to the elevator. She turned to Harry and said, "Not anymore." She stepped into the elevator and watched as Harry's shocked face disappeared behind its closing doors.

* * *

**All Hail the beast has been SLAIN, and there was much rejoicing**…yay. OK, ok, Harry is still alive, much too many a compliant. I still need him for the rest of the story. Besides, who's going to get me my coffee? Well, that's all for this chapter; hope you all enjoyed reading it as much as I enjoyed writing it. Don't forget to Review!


	6. Chapter 6: Night on the Town

Welcome back _true believers_! We once again find ourselves in the thick of a thrilling Spider-Man adventure. In the last chapter, we found that the Sinister Six were now the Sinister Eight. What are these villainous villains plotting…villainously. Read and find out.

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Chapter 6: Night on the Town

Pete and Mary Jane were exiting the Silver Spoon. They walked down the sidewalk to the bus stop to head home. Pete couldn't shake the feeling that something bad was going to happen. _How could I have agreed to meet up with Gwen tonight!_ He scolded himself, T_he Sinister Six are on the loose, not to mention this new Hobgoblin. Just being close to Gwen puts her in danger. That's it, tonight I'll tell her that we can't be seen._

"Tiger."

_I'll leave a note saying that it's just too dangerous to be seen with me._

"Tiger?"

_I would have liked to be friends, but my life is full of danger and-_

"PETER!"

"What?" He stopped in his tracks and looked around wildly. His eyes finally landed on the red-head next to him.

"You ok, Tiger?" she asked in concern.

"Yeah, I-I'm fine" he replied. "Just thinking, that's all."

They started to walk again. Without looking at him, Mary Jane asked, "You're worried about Gwen aren't you?"

Pete just gave a sigh. "After her reaction, I'm afraid that Gwen is going to be in over her head."

"Don't worry Tiger," said Mary Jane placing her hand on his shoulder. "Gwen's a big girl. She can take care of herself."

Pete scoffed before saying, "Just like when she was taken by the Master Planner?"

This statement seemed to offset Mary Jane's faith in her friend. "Ok, you make a good point. But remember, she's a police captain's daughter. She's use to this sort of thing."

This brought a smile to Pete's face. "Yeah…I guess you're right." He sighed again, "It just bothers me to think that Gwen wants to see a guy who dresses up in a mask to swing across the New York sky line."

"You sound like you don't trust the web-head," said a skeptical Mary Jane.

"It's not that I don't trust him. (_How can I not trust me?)_ It's just that the guy wears a mask for a reason." Mary Jane noticed how serious his voice got as she listened. "We all know that he wears a mask to protect himself from his enemies, but do we ever think about who else he protects with that mask? His family, his friends, everyone he cares about…it's called a secret identity for a reason."

Mary Jane stopped right in front of Pete making him stop as well. "I understand Spider-Man is trying to protect the people he cares about, but who protects him?" The question caught Pete off guard. He just stared at Mary Jane as she continued, "Just because he wants to keep his identity a secret doesn't mean no one can know. He could tell a couple his close friends," she added with a smile.

Pete's face became very grim. "The last time someone found out who Spider-Man was, Gwen almost died."

Mary Jane's eyes widened with shock. Pete looked at her and realized, "Did I just say that out loud?" Mary Jane nodded her still shocked head. Pete ran past her saying, "I've got to go!" He ran for another three blocks then stopped to catch his breath. _How could I have been so stupid?_ His thoughts were interrupted by the sound of police sirens. Moving into the nearby alley, Pete became Spider-Man and swung off to help the police and help get his mind off of his current idiocy.

Tears fell from her eyes as she got into the cab. She couldn't remember giving the driver the address, but somehow she ended up back at her house. She paid and thanked the driver and then entered the house. Gwen didn't call for her dad; she knew he was not home yet. She climbed the stairs to her room, tears still streaming down her face. _How did this happen?_ she thought. In five minutes, the best day she had in a while turned into the worst day. As she came off the elevator, Gwen realized she had just lost one of her best friends. Gwen fell onto her bed and cried into her pillow, ignoring the world around her.

Gwen lifted her head from her pillow to see her room almost pitch black. The sun had long since set and the homes outside her window were full of light. She got up from her bed and turned on the lights. She snapped her eyes shut from the brightness. As she slowly opened them, allowing them to adjust to the light, she thought back to when she got home. _Must have fallen asleep_. She looked at her cell phone and saw she had five missed calls and three messages. She was terrified that any number of the calls were from Harry. Much to her relief and confusion, they were all from Mary Jane. She dialed her friend's number.

"Hello?"

"Hi, Mary Jane, it's me," she said with a dry throat.

"Gwen! Where have you been? I've trying to get a hold of you for an hour," said a worried Mary Jane.

"Sorry, I fell asleep after I got home from…," tears started to well up in Gwen's eyes again.

"Gwen, are you ok?" asked Mary Jane.

"No…" Tears streaming down her face, she said, "I broke up with Harry."

This was all MJ needed to hear. "I'm on my way."

Twenty minutes later, a winded Mary Jane entered the Stacy household. She gave Gwen a hug as soon as she opened the door. They stayed like that for a few minutes before Gwen released Mary Jane and closed the door. They went to Gwen's room and she told Mary Jane all about what happened after she left the Spoon. Mary Jane just wanted to comfort Gwen, but she wasn't really sure how. Captain Stacy came home to a crying Gwen. It took both girls a good half an hour to get George calm and not file assault charges against Harry. This actually helped ease Gwen's troubled mind.

George offered to take Mary Jane home after dinner, so Gwen was currently home alone. She was getting ready for bed when a knock at her window made her jump. A red and blue clad arm came into view and dropped a note on the window sill. Realizing who it was, she ran to the window and grasped the note.

Meet me out back.

That was all is said. Closing her window, she ran to the back door. Once outside, she looked around trying to find the webbed wonder. The back yard was a decent size for two people. There was a large tree for shade during the upcoming summer months. A small patio set just under the tree. Gwen slowly took a step forward, not really sure where to go.

"Getting warmer," said a voice. She smiled and took another step forward.

"Getting warmer." Gwen continued to walk slowly towards the tree.

"Getting warmer."

"Getting hot."

"Hotter." Gwen was now right between the tree and the patio set.

"You're red hot." Gwen pretended to take another step forward, when she quickly bent down to look under the Patio table.

"And now you're ice," said the web slinger as he lowered himself from the shadows of the tree. "You were so close too."

Gwen giggled as she got up and looked at her invited visitor. She couldn't help but stare at him in his costume. She noticed how much of his upper body it showed. She could see his muscles etched in the red and blue. A bit of pink appeared on Gwen's face as a blush. Spider-Man just starred in confusion, not being able to see her bush in the dark. "Are you ok?"

Blinking quickly, Gwen realized what she was doing, deepening her blush from pink to red. This time, the wall crawler did notice and gave a small smile under his mask.

"Yes," she answer too quickly "I-I mean yes, I'm ok. I was just surprised to see you. I didn't think you'd show," she replied shyly.

"I never turn down an invitation by a beautiful lady." To Spidey's surprise, Gwen looked away, trying to hide the smile and darkening blush.

"Would like to come in?" she asked, looking back at him. "It's a little chilly out tonight."

"I don't know, Ms. Stacy. I-"

"Gwen," she interrupted him. "Call me Gwen."

"Ok, Gwen. I really shouldn't," he sadly said. "There a lot of people who want to hurt me. I would hate to see you hurt because of me." He was about to shoot a web line, but Gwen's hand reached his wrist first.

"Please, I just need to get something," she stated. Knowing it was against his better judgment, he nodded his head.

"OK. But just for a minute." Gwen nodded. "Go to the house and turn off the back lights and kitchen lights, but leave the door unlocked." Turning around with a nod, she calmly walked to the outside door and closed it. Immediately, the light that lit the back yard turned off. Then, he saw the light in the kitchen go out. Spidey dropped from his perch and carefully, but quickly, made his way into the Stacy residence. Even though he had been there hundreds of times, as Peter Parker of course, he seemed very tense now. He found that Gwen had taken the liberty of closing all the curtains and blinds in the house for him. It made him feel happy and worried at the same time. Spidey made his way to the living room, but found no one. He jumped to the second floor and perched himself on the railing. He noticed Gwen coming out of her room. It wasn't till now that Spidey was able to get a good look at her.

There were a couple of dark rings under her eyes as though she hadn't slept well. Her eyes themselves were red and puffy as though she had just been crying. Spider-Man felt a bit of anger collecting in himself. He wanted to beat down whoever did this to her.

"What happened?" he asked.

Gwen must have realized she still looked upset. "It's nothing really…That's actually not true. " She could feel herself beginning to cry again. "I…I broke up with my boyfriend today," she choked out.

At that moment in time, Spidey felt like he had been by twenty Rhinos. _They broke up?…They BROKE UP! YES! Wait! I can't be happy. Gwen's crying this is horrible. The crying, not the breakup. I have to do something._ His thoughts were interrupted by an added weight on him. He looked to see Gwens face buried in his chest. He placed his hands on her shoulders. She looked up to see two large white eyes staring back.

"You look like you could use some rest." His voice was full of concern. "I'm sorry about your boyfriend."

"It's not that I'm upset about the breakup," she sniffled. "I'm upset that I probably lost one of my best friends."

An idea suddenly came to Spidey. He probably shouldn't, but he could never say no to a crying Gwen. "I have idea that will take your mind off this whole thing." Gwen looked at him puzzled. "Do have a hood or a mask of some kind?"

Gwen thought about it and then went into her room. She looked through her closet until she found a shopping bag. Spidey came in and took a seat on the wall. Gwen removed a read spandex outfit with yellow gloves and boots. There was a white shape in the middle encased by yellow. She pulled out a small mask and a wig of black hair.

"This was what I was going to where on Halloween," she said.

"Don't you think you'd look kind of funny in that?" asked Spidey.

"This coming from the guy on the wall," replied a slightly irritated Gwen.

"Good point," he said. "Being quiet."

Gwen left the room with the costume. While she was changing, Spidey looked around the room. _I wonder where all those news paper clippings she had the other day wen,t_ he thought. When Gwen came back into the room, if Spidey was not wearing a mask, his jaw would have hit the floor. The costume fit her perfectly. _She should wear that all the time._

Gwen was starting to feel uncomfortable being starred at. "Is it really that bad?"

"What?" said Spidey, coming back to reality. "No, you look fantastic. Ever thought about becoming a sidekick?"

That made Gwen laugh. "Ok, now that I got all dolled up, what's your idea?"

Spidey leapt across the room to the wall where the bedroom window was. "Hope you're not afraid of heights," he said as he opened the window and put his hand out for Gwen.

She walked over with anticipation, then she realized something. "Wait! My dad" she said shocked. "What will I tell him? He just dropped off Mary Jane. He'll be back any second." Just then, Gwen's cell phone rang. "Hello?"

"Hey honey, how are you feeling?" asked George Stacy.

"I'm fine dad, I'm…" she looked at Spider-Man behind her mask. "Feeling a lot better."

"I'm glad to hear it," was heard on the other end of the phone. Spidey stepped next to Gwen so he could listen. "I have some bad news. I got a call from the station; I need to go in for a while. I hope you don't mind," he said sounding remorseful. "Also I'm going to see about getting Harry arrested."

_Note to self: never get on George Stacy's bad side,_ thought Spidey.

"Dad, please don't," plead Gwen. "I'm fine and I understand."

"Ok, don't wait up for me," said George, "and try to take your mind off of Harry for a while, ok?"

"Don't worry, Dad," said Gwen with a smirk. "I've already got that covered," she said while looking at Spider-Man.

"Ok, I love you."

"Love you to, Dad," she said. She hung up the phone and then looked to the webbed wonder.

"Well, that was convenient," said the web slinger as he resumed his position on the window sill. Gwen took his hand. He helped her out of the window and onto the roof. After turning off the lights and closing the window, the two costume clad teens headed for the big city.

This was truly a sight to behold; the city as she had never seen it before. Everyone below looked like dots. The cars looked as though they were just toys. The wind felt great as it blasted Gwens' face. Is this what felt like to be Spider-Man? The feeling of freedom, having no boundaries, no worries?

"You do this a lot?" she managed to ask over the wind while holding onto her hero.

More then you know. "Yeah," he said as they turned on another building. "But this is only part of it. You need spider powers to really get the feeling."

"What do you mean?" she asked. Without warning, Spidey let go of his web line, causing them to drop. Gwen instinctively tightened her grip. She knew Spider-Man wouldn't do anything that would get them killed…would he? Spider-Man reached out his arm and grabbed a flag pole causing the both of them to spin around it a couple of times before he landed on it and crouched down and leapt off into the air and web lined for a nearby building. After landing, Spidey was carrying Gwen in his arms, bridal style. He looked at her to see her face was blue from forgetting to breath. Spidey put her down as she regained her regular breathing pattern.

"Is that what you meant by needing spider powers?" she asked, a bit shaken.

"That?" he said dismissively. "That was just a warm up. This is the real thing." With that, he jumped off the building. Gwen ran to the edge to see him doing flips and swinging around the tops of buildings. Gwen lost sight of him as he flew over a nearby building. She looked around trying to find him. Behind her, Spidey lowered himself on a web line. Gwen slowly backed up, still looking for the web slinger.

"Peek-A-Boo!"

"Aaahhh!" She screamed as she jumped and turned around to a chuckling Spider-Man.

"That wasn't funny," said Gwen sternly.

"Oh, come on," said Spidey as he finished his amusement, "You have to admit that was funny." She just looked at him and crossed her arms across her chest. She continued to stare at him until he flipped over and landed right in front of her annoyed. "I don't believe it. You're giving me, Spider-Man, **the LOOK**!"

"You brought it on yourself," she simply said. "Besides, how do you know about it?"

"Your pal, Parker, told me about it," replied the Spider. "He failed to mention how potent it is, though."

"Well, now you know my super power," she said smiling.

"Tell you what; you stop Rhino with that thing and I'll be your sidekick," said Spidey. That made Gwen laugh out loud. Spidey couldn't help but smile. She composed herself, whipping a tear from her face. She looked out on the city, taking in the view. Spidey stood beside her.

"How do you do it?" she asked, taking a seat on the roof's edge.

"Do what?" he asked, attaching himself to the building itself.

"This hero thing," Gwen answered, looking down at him. "How can you look the worst people in the eye and then be able to act like everything is fine? When we were swinging, I felt like nothing could bring me down. It was if all my troubles were wiped away." She smiled as she remembered the feeling, then frowned. "Then, after we landed, it felt like all my troubles came back."

"As much as the Jolly Jameson wants you to believe, I'm not doing this for kicks," he said solemnly. "I do it because it have to."

"What do you mean?" Gwen asked puzzled. "Is this way you became Spider-Man?"

"No," answered Spidey, as he took a seat next to Gwen. "I became Spider-Man to make some money." Embarrassed, he continued, "I went to the Venue downtown to try to make a few bucks in a wrestling match. I took the guy out in no time flat, but when it came time for the manager to pay me, he said I had to sign a contract with him. What was the point of putting on a mask if I had to sign a contract? So I told the guy no. He then told me 'Sorry kid, not my problem.' I got the elevator and pressed the button. Suddenly, I heard the manger. 'Stop him! He stole my money!' The crook was headed right for me…" He dropped his head in shame. "I let him run right by me into the elevator." Gwen just looked at him with shock on her face. "I watched as the elevator door closed. The crook smiled at me. The manager looked at me and said, 'You let him get away with my money!' I just looked at him and said, 'Not my problem.'"

Gwen just looked at him in shock. Her moth moved, but nothing came out. Suddenly, out of nowhere she shouted, "What were you thinking? You just let the guy get away? What's wrong with you? Do even know if the guy got away?"

Spider-Man looked her straight in the eye. Even with his mask on, Gwen knew he had a serious look on his face. "He did not get away. I promise you that," he hissed.

She didn't dare break eye contact. Gwen now understood why criminals were afraid of him. Against her better judgment, she asked, "How do you know?"

Spider-Man blinked a couple of time and then looked back down at the streets below. He sighed deeply, "Because I'm the one that caught him." Before Gwen could ask, he continued, "After I left the Venue I went home. On my way, I saw a bunch of police cars in front of a house. You probably know the place. It was Parker's house." Gwen took a small gasp of air, placing a hand over her mouth. "I wasn't friends or anything with Pete, but I knew the family. I overheard one of the cops say that the killer was being chased down. I didn't know what happened, but if it involved someone getting hurt, I wanted the guy first." There was anger in Spideys' voice. "I knew the car, so I followed it. I caused the guy to crash and hid in an abandoned warehouse. I followed the guy. He tried to fight, but I was too quick. I had him. I tried to pin him against a window, but it broke. A spot light was on us. I could he the fear in his eyes. I ripped of his mask…and I felt like I should have died."

It took all the energy Spidey had to finish his story. Closing his eyes, he continued. "It was the crook from the Venue. He was the one that killed Ben Parker. All for some lousy car." He pounded his hand into the roof, making gravel fly. Gwen just stayed motionless; she was not sure of what to do next. Spidey slowly lifted his head and looked out onto the roof tops. "That's when I learned that with great power comes great responsibly. I have the power to protect people." He looked at Gwen. "That means it's my responsibility to protect them so no one else will lose someone they love."

Gwen didn't know what to say. At first she wanted to shout at him, berate him. But after looking at his reaction to the memories, she felt he must have berated himself enough. She got up and moved next him and placed her hand on his. He looked at her. "I've never got to thank you for saving me all those times. Thanks." Gwen could tell that his expression softened.

"It was my pleasure to help such a lovely lady," he said, making Gwen blush. Suddenly, his spider sense went off. He grabbed Gwen and dived off the building. Gwen was not sure what was going on until she heard the explosion. She looked back to see a cloud of green smoke where they had been sitting. Spidey shot a web line for the nearest building, trying to make his way to a safe place for Gwen. His spider sense alerted him of yet another attack that was coming. He quickly changed direction as two pumpkin blades came whizzing past.

Gwen was looking around, but was not able to find the attacker. She looked down to see a large roof top. "Down there!" she shouted, pointing to the roof.

Spidey saw the roof. "Got it!" He began to descend when a pumpkin blade cut his web line, sending Spidey and Gwen falling the last two feet to the roof. Spidey shot a new web line to a neighboring building. It slowed their fall, but not enough for a smooth landing. Spidey made sure to take the brunt of the landing. After a few seconds, Gwen began to get up from where she lay. She saw that she was wrapped in Spider-Man's arms. She shook him, trying to wake him up. It didn't take too long for the masked hero to come around.

"What happened?" she asked, helping Spider-Man to his feet.

All he did was look up and point. "Him."

* * *

What will happen to our hero, will he defeat his foe while protecting the girl? Or will he face certain DOOM! What will happen? What? What? WHAT?

Heck if I know. Be on the lookout for the next Chapter, don't forget to review. Thanks.

A/N: I just wanted to thank all who have read this story and thank again all those who have reviewed it. This being one of my first solo stories really makes me feel like I'm doing something right. I just wanted to wish all who read this a very Merry Christmas, and to those who don't celebrate Christmas Happy Holidays.


	7. Chapter 7: Rooftop Rumble

Greeting Again _True Believers_! First, let me apologize for taking so long to update, but I refused to post anything I was not pleased with. I wanted to make sure this chapter was up to my usual standards. I thank all of you for patently waiting. Now, on to the business at hand.

In an attempt to cheer up Gwen, our hero took her web slinging. She was thrilled to spend time with her favorite hero. That is, until a certain pumpkin toting party crasher came onto the scene. Let us see how the Spectacular Spider will handle him. I do not own the Spectacular Spider-Man.

On with the show!

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Chapter 7: Rooftop Rumble

Gwen looked up. Fear, unimaginable fear raced through her body. She was looking at Oscorps' Goblin Glider. On it was a figure in an orange hood and cape. He had a sadistic grin on his face. His red eyes pierced right through her. Gwen wanted to run, but was frozen. Spider-Man quickly got in front of her.

"Hobgoblin, I presume?" he asked.

"Quite right," said Hobgoblin, taking a bow. "I'm sorry to make you wait so long, but I wanted this meeting to be perfect."

"What do you want?" asked Spider-Man.

A pumpkin bomb popped out of the glider's wing. Hobgoblin grabbed it, activated it and in a oily voice said, "Your demise."

Spider-Man saw the bomb coming. He jumped, webbed the bomb and threw it back. Hobgoblin dodged the attack, giving Spider-Man enough time to grab Gwen and jump off the opposite end of the building. Hobgoblin flew over to where they jumped. He scanned the area, but found nothing. He growled to himself as he flew away.

From the shadows of a fire escape, Spider-Man and Gwen emerged. "OK" said Spider-Man, looking around. "You should be safe here."

"You're going to fight him?" she asked, already knowing the answer.

"I have to. If nothing else, it's the only way to make sure you get home safely." He jumped to the next level of the fire escape. "You stay here and keep in the shadows."

"Wait!" she shouted, reaching out to him. He looked at her. "Be careful." Spider-Man nodded his head and began climbing.

Hobgoblin continued to search the surrounding buildings where he lost Spider-Man. "Ooooooooooh, Spider-Maaaaaaaaaan" he called, mockingly. "Come out, come out, where ever you are." He continued to look, but saw nothing. Hobgoblin grumbled to himself as he stood on his glider. "This is getting tiresome."

"Then how about this for excitement!" Suddenly, Hobgoblin felt a foot collide with his back and fell forward, off the glider. Spider-Man shot a web line and swung towards his opponent. He slammed both feet in Hobgoblin's chest causing him to crash into a building wall.

Hobgoblin's glider automatically flew back to its master. It hovered patiently in the air. The Hobgoblin, now very angry, jumped onto the glider. He threw some more pumpkin bombs and pumpkin blades. Spider-Man kept dodging the onslaught of ammo.

"Hey, Web-Head," called Hobgoblin. "Who's your friend?"

"That was my new intern," he replied. "You know how it is; the first sign of work and they up and quit."

"Kids today," commented Hobgoblin. "Absolutely no work ethic. Too bad, she looked kinda cute."

That one got under his skin. Spider-Man turned around and punched the Hobgoblin right in the jaw. _No low life calls my Gwen cute._ As Spider-Man was turning around for another hit, something hard, metal, and big slammed him in the back. Spider-Man fell face first into a nearby roof. He didn't have time to get his bearings before he was hit by electricity. The shock almost made him pass out. He tried to stand, but was slammed down by some unseen force. Spider-Man could feel the pressure increase, pushing down harder and harder, trying to smother him. Spider-Man couldn't see what was holding him down, but he realized one of his hands was still free. Taking a chance, he blindly shot a web line. It hit a neighboring building. Using all of his strength, he pulled himself free from what he could now see was a large pile of sand. The sand started to move and reformed into Sand Man.

"What's the matter, Hobby?" asked Spider-Man. "Didn't think you could take me on your own?"

Hobgoblin slowly descended from his viewing spot. "Perish the thought Spider-Man. On second thought, JUST PERISH!" shouted Hobgoblin as he threw another pumpkin bomb. Spider-Man easily dodged the bomb, but did not have time to dodge the huge fist that hit him in the chest. Spider-Man was sent flying across the roof. As he started to get up, he took a good look around. He saw the Sinister Six (with the exception of Vulture of course) and Molten Man, all on Goblin Gliders. _You have got to be kidding me,_ he thought.

Hobgoblin came to the front. "When I came up with this idea of your demise I thought: what's the fun of putting on a show without audience participation?" Hobgoblin came off his glider and looked straight into Spider-Man's eyes. "So what do you think?"

"I think it's amazing that glider can lift Rhino. I guess miracles really can happen." Spider-Man shot webbing in Hobgoblin's face. Then gave him a one-two punch to the jaw. Doc Oc saw this and sent one of his tentacles to slam Spider-Man in the back. This time Spider-Man dodged the attack and back flipped over it causing Oc to hit Hobgoblin. Spider-Man then jumped off the edge of the building and web swung away.

"Don't just stand there you imbeciles, GET HIM!" shouted Doc Oc. The rest of the Six flew after him. Molten Man just floated there. Hobgoblin ripped the webbing of his face and jumped on to his glider.

He looked at Mark with rage. "If you ever want to be yourself again, you will stop standing around and rid me of that SPIDER!" He and Doc Oc then sped off in search of Spider-Man with Mark reluctantly following.

_I have to separate them. I can't take all eight on at once._ Spider-Man raced through the skies of the Big Apple, trying to shake the now aerial Sinister Six plus two. He looked behind him to see Vulture closing in on him.

"I have you now," he said as a laser pack rose from his back and opened fire. Spider-Man dodged the blasts, but one hit his web line. He was falling, but there was a flag pole right below him he could grab. Unfortunately, Mysterio was also right below him.

"Adukom Acelo Teranta!" A huge green dragon came flying straight at Spider-Man. Realizing his spider sense hadn't gone off, he dove right at the dragon and passed straight through it, slamming his shoulder into Mysterio. Mysterio had not expected Spider-Man to charge through his illusion and was knocked off his glider from the force of Spider-Man's blow. Before he fell too far, Rhino flew underneath and caught him. Spider-Man shot another web line before he became the Spectacular Spider-Splat on the pavement.

Spider-Man looked back to see Rhino catch Mysterio. "That's IT!" _All I have to do to split them up is to get them off those gliders,_ he thought. _That will be easier said than done, though. _Spider-Man landed on a roof top and shouted, "Is that best you guys got? I've seen better moves in Circ de Soleil." That one got to Vulture. He dived straight at Spider-Man. This was what the Web-Head was hoping for. He waited just a few seconds longer and then jumped when he felt his spider sense go off. Vulture was now right where Spider-Man should have been and received a blast of electricity from Electro.

"Nice shot, Lightning Butt," taunted the web slinger as he landed on the side of the building. "But I assume your target was me, unless you wanted to look like an idiot."

"Shut-up!" shouted Electro. "Stop mocking me!" He threw another electric attack at Spider-Man.

The Spider leaped over the blast and ran at Electro. "I mock. I'm mocker." He then webbed Electro in the chest and jumped off the building. "I'm also a puller and a yanker." Spider-Man planted his feet back on the building and slammed Electro face first in to the wall. Suddenly, his spider sense went off. Spider-Man jumped from his perch and dodged a large fist of sand.

"What's the matter, web-Head?" taunted Marko. "Not so tough when you're not the only one who can fly."

"Are you kidding?" said Spider-Man with a chuckle. "Vulture can fly and he still can't hit me." A laser blast suddenly hit the building Spider-Man was swinging next to. He looked behind him to find Vulture back in the air, carrying Electro in his talons. "Wow, Electro, I guess you can't carry your own weight in a fight."

"That does IT!" shouted Electro as he charged up for a huge attack.

"NO, you fool" shouted Vulture in alarm. "Don't…" But it was too late. The charging electricity shocked Vulture, causing him to lose control of his flight teck suit. Unable to control his flight pattern, Vulture turned a sharp left just as Electro was about to fire his attack. Electro released his attack and hit Sand Man. The attack didn't hurt him, but it did destroy the glider he was on. Sand Man fell to the street below as sand went everywhere. Vulture crashed into a roof and slammed Electro into an air conditioning unit, knocking them both out.

"Another master plan perfectly executed," said Spider-Man. "Three down, five to go."

"Get moving, you imbecile!" shouted Mysterio. He was sitting on Rhino's shoulders, looking for Spider-Man.

"You try flying this thing with dead weight," Rhino mumbled back.

"What did you say?" replied the arcane wizard.

"Now, now, you boys play nice or no cookies."

Both villains looked to see Spider-Man clinging to a building and waving as they passed. "You who," he sang.

"I got 'em!" shouted Rhino as he hit the gas. Unfortunately, he was facing the wrong direction. The glider flew forward, catching Rhino off balance. The glider zig zagged as Rhino tried to regain control.

"Look out!" cried Mysterio as they headed for a crash landing. Rhino used all his strength to level out the glider.

"Nice try, Web-Head," said Rhino, looking back at Spider-Man. He turned around just in time to see the overpass. "Awww, crud." Mysterio jumped off Rhino just before he slammed into the bridge. Mysterio landed safely on the street below. He brushed himself off and then looked in the direction of where he had seen Spider-Man. He was about to run in that direction when a huge bulky mass known as Rhino landed on top of him, pinning him down.

Spider-Man from his perch saw the whole scene, "Well…that worked out nicely." He shot a web line and made haste to find the remaining three adversaries.

From her hiding place, Gwen could see the battle as it began with Spider-Man hitting Hobgoblin into a building. She watched as her hero dodged every attack thrown at him.

"He, Web-Head," called Hobgoblin. "Who's your friend?"

Gwen flinched, ducking more into the shadows, making sure she could not be seen.

"That was my new intern," he replied. "You know how it is; the first sign of work and they up and quit."

_Ok, that was uncalled for,_ she thought irritably.

"Kids today," commented Hobgoblin. "Absolutely no work ethic. Too bad, she looked kinda cute."

Gwen felt her whole body shiver and her skin crawl. _No one calls me cute but Pete_. She saw Spider-Man turn around and punch the Hobgoblin right in the jaw. _That is just one more reason why I love him._ She wanted to shout out a warning when she saw one of Doc Oc's metal tentacles slam Spider-Man in the back. _NO!_ She could no longer see the fight, but she heard a cry of pain and a flash of light. For a few short moments, there was nothing but silence. Fear and anxiety started to take Gwen's mind. _What if he's hurt? What if he's been caught? What if he's…_Gwen refused to let herself think the worst. She began to climb up the fire escape. She got to the roof just in time to see Spider-Man ram his shoulder into Mysterio, sending him to the ground and his glider crashing onto the roof.

"Don't just stand there you imbeciles, GET HIM!" shouted Doc Oc. Gwen watched as the rest of the Six flew after the Webbed Wonder. She looked back to see Molten Man just floating there. Hobgoblin ripped the webbing off his face and jumped onto his glider.

He looked at Mark with rage. "If you ever want to be yourself again, you will stop standing around and rid me of that SPIDER!" He and Doc Oc sped off in search of Spider-Man with Mark reluctantly following.

_Yourself again?_ Gwen thought. _Is that why he attacked the Hotel? He's being blackmailed?_ _I have to find Spider-Man,_ she decided. Gwen was so wrapped up in her thoughts she didn't notice the metal tentacle slithering down to her. _I have to tell him… _Her thoughts were cut short as she pulled off the roof and into the air.

"Well, well, well," said Doc Oc. "What do we have here? It would seem one of the arachnid's fans thought they would play hero." Gwen struggled to get out of Doc Oc's grasp, but she didn't budge.

Mark came flying up. "What are you doing?" he asked, annoyed. "Spider-Man is the one the Hobgoblin wants."

"I know, but the Spider will be much more cooperative if we threaten his girlfriend," smirked Oc.

"That's not part of the plan!" replied Molten Man angrily, "The Hobgoblin…"

"I only agreed to this for the money and to rid myself of Spider-Man. I could care less what that lunatic wants," retorted Doc Oc.

Gwen continued to struggle. "You've robbed companies, hurt innocent people and blackmailed the police captain," she accused. "I'd say you and the Hobgoblin are on the same level of crazy."

"I would recommend you not to say anything," said Oc as he held Gwen over the street. "That might make rethink of letting you fall."

Gwen looked down. She felt her stomach clench she had not noticed just how high she was. It must have been a good 40 stories to the street below. _Ok, maybe this was a bad idea,_ she thought. _I have to get out of this somehow._ She frantically looked around for something or someone who could help her. As her eyes landed on Mark, Gwen got an idea. She prayed this worked.

"You must really be proud of yourself, Mark," said Gwen, trying to sound brave. "You're one of the Sinister Six. Quite the step up from arsonist. Liz must be so overjoyed."

"What! You think this is what I WANT!" Mark shouted.

"Then why don't you just turn yourself in?" she spat back. "Or do you enjoy making your sister cry?"

Marks whole body started to radiate with extreme heat. He was generating so much heat that his glider was starting to overheat. Not what Gwen had intended, but it was working just the same. Mark started to feel himself fall. That was when he looked down to see his half-melted glider give out. The engine shut down and fell. Out of pure instinct, Mark tried to grab on to something. Luckily, he found something to hold on to.

Unfortunately, it was Doc Oc's glider. "No you fool! LET GO!" As he yelled, Oc was trying to shake Molten Man off his glider. This tactic was not fairing very well. It did, however, make Gwen quite dizzy. Doc Oc swayed and swerved in an attempt to free himself from the fire being, but the longer Mark held on, the more the metal glider heated up causing Oc's feet to start to burn. Doc Oc was forced to raise himself up by standing on the glider with his mechanical arms. At the same time these maneuvers were making Gwen feel queasy. Any more of this and she was going to hurl.

"Just land and let him down!" she shouted.

"Now is not the time to mouth off, girl!" sneered Oc.

"You have better idea, oh great Master Planner?" Gwen asked.

Realizing the girl was right, Doc Oc had no other choice. He flew to a nearby building. Mark let go of the glider and landed on the graveled roof. Oc landed the glider and got right in Mark's face. "What were you thinking? You could have killed us both!"

Mark got angry again. "Hey, you want to point fingers? Blame yourself. You're the one who said you could fix me."

"You are correct and I am almost to that point, but if you want to be free from this affliction then you will do as you're told," retorted Oc.

"That's not true!" shouted Gwen. Mark and Oc looked right at her. "You don't have to do this. You could be a hero. You could… AAAAAAAAAAHHH!" Gwen was cut off as Oc threw her into a stair well door.

"Like I said, keep quiet," said Oc. He looked back at Molten Man. "Now, if you wish to be free of me and Hobgoblin, finish her off."

Mark looked at Gwen as she got up and leaned against the door for support. Having no other choice, he created a lava ball and threw it at Gwen. She looked up just in time to doge the attack. The lava ball hit the stair well door and exploded causing half the door way to burn up. Debris flew everywhere. Gwen covered her head with her hands. She looked up to see Mark coming closer, his hands smoking.

At first, Gwen was frozen with fear. This was the third time she had been captured by villains, but this time she wasn't going to make it easy. Picking herself up, she ran for the far side of the roof. Gwen didn't get ten steps before she could feel intense heat on her backsite. She looked behind her and jumped to the left, barely missing another lava ball. Gwen hid behind a large pile of debris. As she moved her hand, she felt something smooth and cool to the touch. She looked down and her eye widened with surprise.

Mark was slowly approaching the spot where Gwen was hiding. "Look, this is nothing personal. I really don't want to do this, but I have no choice" said Mark apologetically.

"I was told with great power comes great responsibility," said Gwen as she stood up. "But then again, you never took responsibility for anything did you?" Before Mark realized what happened, Gwen doused him with the fire extinguisher she had found. Mark gasped in pain as the chemical spray hit his body. He slowly backed up, trying to get away from the spray. Gwen was feeling quite proud of herself until one of Oc's tentacles had once again wrapped around her waist.

"I have to admit, I underestimated you," said Doc Oc as he brought her to face level. "But the time for playing the hero has come to an end." Gwen used all her strength and slammed the fire extinguisher onto OC's head. When Gwen was free, she immediately ran as Oc clutched his head.

She headed right at Molten Man. "Hey, Lava Loser!" called Gwen. "Bet you can't hit me!"

"That's a sucker's bet!" shouted Molten Man, creating the largest lava ball yet.

"You little PEST!" cried Oc. He transformed two of his tentacles into spinning blades and lunged at Gwen, but he couldn't reach her. Oc looked back to find that the two tentacles he used to lift himself off the glider were melted to it and it was holding him back. Molten Man threw his lava ball straight at Gwen. At the same time, Oc, struggling against the weight of the fused glider, sent his spinning blade tentacles at her again. Acting fast, Gwen threw the fire extinguished at Oc. His blades cut through the metal of the fire extinguished, causing a smokescreen. Gwen held her breath and disappeared into the chemical fog. Before either Doc Oc or Molten Man could reac,t they were hit. Molten Man was hit in the face by Doc Oc's blades and Oc. was hit by the lava ball. It lost some momentum going through the chemicals, but was still powerful enough to sent Doc Oc flying backwards. Mark hit the roof and was knocked out cold while Oc banged his head on his glider. Out from behind an air conditioning unit came Gwen. She walked over to the eight limbed villain.

"Doctor Octopus…your fired," she said proudly. "Trump, eat your heart out."

"Well done." Gwen's blood ran cold as she spun around to see the Hobgoblin hovering a few feet above her. "For an intern, you learn pretty quick."

"Just lucky, I guess," replied Gwen nervously.

"Well, then," he smiled as his glider produced a pumpkin bomb. "Let's see if that luck holds out. HAHAHAHAHAHAHAHAHA!" Hobgoblin threw his bomb at Gwen, who was already running. The bomb hit the roof and went off. The force of the explosion hit Gwen and blew her right off the roof. She could still hear the Hobgoblin's laughter as she fell to the street below. All she could do was scream as the pavement came closer and closer_._ When she thought it was all over, Gwen felt an arm wrap around her and pull her back up.

"The captain has turned on the fasten seatbelt sign. We ask that you remain in your seats for your own safety. Once again, thank you for choosing Spider Air for all your travel needs."

"Spider-Man," Gwen gasped.

"I'd think you'd be use to this by now," he commented as he dodged another pumpkin bomb. "Besides, didn't I tell you to stay hidden?"

"I couldn't just stand by and let you take these guys by yourself," she defended.

"But you don't have any powers! You could have been killed!" he remarked, dropping to let two pumpkin blades wiz by.

"You could be killed too. Just because you have powers, doesn't mean you're invincible," she countered.

"Just because you're right, doesn't mean this argument is over," Spider-Man retorted.

He landed on a roof, let go of Gwen, and shot a web ball at Hobgoblin. It hit him square in the face. Taking the opportunity, Spider-Man climbed to a better vantage point and shot more web balls at him. While Hobgoblin was distracted, Gwen was looking for some way to help. Her eyes fell on a pumpkin blade stuck in a wall. She picked it up and threw it at the goblin. She smiled as the blade was heading straight for its target. When it took a dive, her smile faded. The blade hit the glider instead. This caused it to sputter and spark.

Hobgoblin noticed this. "Looks as though your inter is getting better. It would seem we have to finish this another time." With that, he grabbed another pumpkin bomb and threw is at Gwen. Spider-Man dived as Gwen stared to run. The bomb hit the roof and exploded, knocking Gwen off the roof again, but she was caught by Spider-Man.

He pulled her back up and asked, "This isn't what I had in mind when I invited you out. Sorry about that."

Gwen was breathing a bit heavy. "Aside from the life threatening falls, the super villains, and almost getting blown-up, it was actually fun. Thanks." Spider-Man took her hand and helped her to her feet.

"If you want, I can call you a cab," he suggested.

"And how do I explain the costume to the driver?" she asked with a bit of sarcasm.

"Costume party?" suggested the Web-Head.

Gwen let out a small laugh. "I'd feel much safer if you took me home."

Under his mask, Spidey smiled. "Your wish is my command." With that, he wrapped his arm around Gwen and headed back to the Stacy residence.

The two returned to the house in about twenty minutes. Spidey opened the window he left unlocked and helped Gwen inside.

"Thanks again for taking me out," said Gwen. "I hope I wasn't too much trouble."

"Not any more than usual," replied Spider-Man. This earned him an amused, but disapproving look.

"Ha, ha, very funny," she remarked.

"Well, I have to get going. Good night, Gwen."

"Good Night Spider-Man. M-maybe we can do this again sometime?" she asked with hope in her voice.

Spider-Man thought for a moment. "I'll have to think about it. You really could have gotten hurt tonight. I'd never forgive myself if that happened." He was quickly brought out of his thoughts as a pair of lips touched the side of his mask. He just stared at Gwen as she blushed slightly.

"Thanks for caring," she said softly. She could not see his face but he knew he was smiling.

"Anytime," he said as he shot a web line and swung off into the night. Gwen just stared at the window as she removed her mask and wig. _Pete,_ she thought, _I love you even more._

* * *

GO Gwen! She took down Oc! Didn't see that coming. Ok, maybe I did, but that's beside the point. Hope you all enjoyed the chapter. Please review.


	8. Chapter 8: Confirmation

Welcome again, _True Believers_. In our last chapte,r Gwen proved to be a pretty good sidekick. Ok, maybe not, but she did look good in the costume. Ok, let's get on with the SHOW!

* * *

Chapter 8: Confirmation

Pete woke to a blaring alarm clock. He reached a glove-covered hand out and turned it off. He looked at the clock. It read 8:30am. He got up feeling the best he had in months. He had fallen asleep still wearing the upper half of his costume. He got out of bed and took a shower. Once he was dressed, he walked down the stairs to the kitchen, expecting to see his Aunt May, but found an empty room instead. He looked around and found a note on the table:

Dear Peter,

Over at Anna Watsons. Pancakes are in the microwave. Mr. Roberson called, wondering if you got pictures for him.

Love Aunt May

Pete slapped his head. "The photos!" He ran up the stairs to his room and quickly plugged his camera into his computer. He scrolled through the photos, clicking on a few that were good. He stopped when he saw one of Gwen in her costume fighting Doc Oc and Molten Man. He just stared at the picture, taking in every detail of the girl he loved. He had never noticed how heroic or determined Gwen could be when she wanted to. _Wow,_ he thought, _she really looks like she knows what she's doing. I still can't believe I took Gwen out as Spider-Man. I am… such… an… IDIOT!_ Pete finished his photos to send to The Bugle, leaving out all photos of Gwen and then proceeded back downstairs. He just finished his pancakes as Aunt May came back into the house.

"Peter," said Aunt May with a bit of surprise. "You're here."

"Of course I'm here," replied Peter. "Why wouldn't I be?"

"You haven't heard?" asked Aunt May.

"Heard what?" asked Peter, slightly concerned.

"It's Gwen," she said. Pete felt his heart drop. "She broke up with Harry."

Pete breathed a huge sigh of relief. "Oh, tha,t" he mumbled. "I mean: What? How did that happen?"

May shook her head. "Not sure. George called this morning to ask if you knew about Gwen and Harry."

"Why would Captain Stacy call me?"

"When Gwen woke up this morning, she seemed so happy compared to last night. George wanted to know if you had anything to do with I,t" she explained.

Pete began to feel nervous. Small beads of sweat began to form on his forehead. "Sorry Aunt May, I don't know what changed Gwen's mood so suddenly. Maybe MJ knows something."

Aunt May shook her head. "No, I just asked her when I was at Anna's. Mary Jane said that she didn't know, but she was going to find out."

"That seems like a great idea," said Pete a little too quickly. "I think I'll go over too and figure this out." He was halfway to the front door when a hand fell on his shoulder. He looked to see Aunt May. _She can really move when she wants to._ Pete was worried that she would say something, but she just smiled.

"Now would be a great time to tell her how you feel."

Pete turned and gave her a big hug. "Thanks Aunt May." With that, Pete was out the door and on his way to Gwen's.

At the Stacy residence, a familiar red head knock-out had just rang the door bell when Pete came running down the street.

"Hey, Tiger," she called. "What are you doing here?"

"Aunt May just told me about Gwen and Harry," he explained. "I wanted to see how she was doing."

Mary Jane nodded, then got a serious look on her face. "You and I still need to talk about what you said yesterday."

Pete felt like Electro hit him. _She still remembers about yesterday! I am so dead._

Just then, the door opened to reveal George Stacy. "Hi Mary Jane. Haven't seen you in ages," he joked, earning a smile from the red head. "And Pete, good to see you."

"Good to see you too," he echoed.

"I suppose you two are here for Gwen?"

"Yes, sir," answered Pete.

"Well, head on up. She's in a great mood this morning," he said, looking at Pete. "You wouldn't have anything to do with that, would you?"

Pete threw up his hands in defense. "No sir, Captain Stacy! Why would I be responsible for it?"

George just simply smiled. "It was just a question," he commented as he headed to the kitchen.

Pete let out a breath he had unknowingly held. He looked to Mary Jane, who was stifling a giggle. With an annoyed look, he entered the house and headed up the stairs to Gwen's room. It seemed almost surreal to Pete to be in Gwen's house when just last night he was here as his alter ego. He ran his hand over the railing where Gwen told him he she broke up with Harry. Pete snapped out of his daze just before he reached Gwen's room. _That's right, they broke up! Now I can ask Gwen out._ He thought triumphantly. _But what about Harry? He's still my friend…I think. This could send him over the deep end._ Pete stood there lost in his thoughts till a hand landed on his shoulder. He looked over to see Mary Jane looking at him confused.

"You ok, Tiger?" she asked with concern. "You seemed to space out there for a while."

"Yeah, MJ," replied Pete. "I'm ok. I was just thinking; Aunt May told me that Gwen broke up with Harry yesterday." Peter got a rather solemn look on his face. "And the first thing on my mind was me and Gwen. I didn't even think about Harry's feelings. I mean, it's barely been a day and I'm already thinking about asking Gwen out. What kind of friend am I?"

Mary Jane just smiled. "A good friend. You don't want to see anyone hurt. But I would wait to hear about the break up from Gwen before worrying about Harry."

It was Peter's turn to look confused. Mary Jane walked past him and knocked on the door. From the other side, they heard, "Who is it?"

"It's us, girlfriend" called Mary Jane.

The door opened to releal an extremely perky Gwen. She had a smile on her face that made Pete go weak at the knees. Gwen then looked past Mary Jane and saw Peter. "Pete!" shouted Gwen. She threw he harms around him and gave him a big hug. It only took half a second for Pete to return the hug. Mary Jane looked at the soon to be couple and cleared her throat. The sound brought the two out of their embrace with slight embarrassment.

"Glade to see your feeling better," said Pete.

"What?" Gwen was surprised by his remark. Then she remembered she did just break up with Harry. Apparently, it had slipped her mind, thanks to last night. "Oh right, thanks I guess."

"You guess?" inquired Pete.

"The break up wasn't exactly mutual," stated Gwen. She went into detail about what happened. Pete listened intently. The more Gwen talked, the more he agreed with Captain Stacy.

"I think your dad had the right idea," said Pete once Gwen was finished. "Lock him up and throw away the key."

"I knew I liked you Pete," could be heard from downstairs.

"Dad," groaned Gwen as she closed her door. "Look Pete, I'm not saying Harry had any right to push me down. In all honesty it scared me." Pete and Mary Jane looked at her with worry. "It was almost like he was…was…"

"Back on the green," finished Pete. Gwen just nodded her head.

"Then it was a good thing you got out when you did," said Mary Jane. Gwen looked at her confused.

"Think about it," continued Mary Jane. "The last time Harry was on the green, he was a real jerk. He treated you and Pete like garbage and when you tried to hel, what did he do?"

Gwen looked at the floor. "He nearly bit my head off."

"Then, maybe you should try to avoid him," commented Pete.

"But what about Harry?" asked Gwen, "Just because I broke up with him, doesn't mean I don't care about him. I would hate to see him get worse."

"I understand that Gwen, but what if…" Pete force himself to finish. "What if he already has?" Both girls looked at him, worried and confused. "Look, I might be out of my mind here and I hope I am, but it just seems all too much of a coincidence that Harry seems to be back on Globulin Green and the Hobgoblin appears. It just reminds me a little too much of Norman Osborn."

Gwen felt a shiver run up and down her spine. She crossed her arms and held her arms trying to rid herself of the thought. She felt two hands on top of hers. She looked behind her to see Pete holding her. She smiled and leaned into him.

"I wouldn't worry too much, Tiger," said Mary Jane, earning her an odd look. "If he tries anything, you'll be there to protect everyone."

Pete felt his whole body freeze. His look of confusion quickly changed to one of shock. His brain quickly tired to comprehend his current situation. "What?" he said, shocked. "What are you talking about?"

Mary Jane got up from her seat on the bed. "Look, Tiger, I think there are some things we need to talk about."

Pete knew what was coming. "Look if this is about those pictures of the Green Goblin and Spider-Man, they are already gone," he stated, letting go of Gwen. "I shredded them two days ago," he said flatly.

Gwen put her hand in Pete's. "The pictures aren't what we wanted to talk to you about. But they did start all of this." She walked past Pete to her desk and pulled out a folder. Pulling out two pictures, she walked back and handed them to Pete. He could feel every part of his body scream. One was a close-up of Spider-Man with part of his mask missing. The other picture was of him and Gwen at the ESU lab watching Dr. Connors and Eddie Brock arm wrestle. The thing that caught his eye was that the picture of him at the ESU lab had half a Spider-Man mask drawn on it. Both pictures looked the same.

Pete tried to cover his tracks. "I told you, MJ, I was just in the right place at the right time, that's all."

"Then explain why you and Spider-Man look exactly the same," requested Gwen.

He wanted too, he really did, but if his secret meant that she, Gwen, would be in danger…that was one scenario that Pete would never let happen. "Look, from these two pictures it may look like I'm Spider-Man, but that could be anyone. I can think of three people at school that look like this."

"You're wrong." Pete turned and looked at Gwen. "Pete, I've been in love with you since the seventh grade. I'd recognize you no matter what." She pointed at the picture of Spider-Man. "That's you, isn't it?"

Mary Jane just stood there, not knowing what to expect next. She saw the look on Pete's face. He was thinking of any and every reason or excuse that he could use. But when she saw him hang his head, she knew there was no hiding it and more.

Pete sighed. "First and foremost you two," indicating Gwen and Mary Jane, "you can't tell anyone, understand?" The girls nodded. "Good." He sighed again and ran a hand threw his hair as he sat down in Gwen desk chair. "I'm sure you two have questions."

Gwen and Mary Jane just looked at each other; with that look Gwen approached Pete. "How?" she asked. "How did it happen?"

Pete looked up to her and smiled. "Remember the field trip to ESU?" he asked. Gwen nodded her head. "Remember that one missing super spider?" Gwen's eyes widened in realization as she nodded again. "Well, as Dr. Conner's continued her explanation, that very same spider came out of hiding and bit me." He showed them were the bite had been. The girls looked at Pete's hand. There was still some doubt in Mary Jane's mind. One small spider bite could turn Peter Parker into Spider-Man? Gwen herself was finding it hard to believe. Pete looked at the girls and bewilderment and smiled. _If they already know…_ With that thought, Pete walked over to the window and closed the blinds to the window. Before either one of the girls could ask a question, Pete back flipped form the floor to the wall just above the now closed window. There, he sat as he held back his laughter from the two shocked expressions he was receiving. Mary Jane just looked at Pete in wonder and confusion. Gwen on the other hand looked shocked and ecstatic. _I was right! I was RIGHT!_ She thought, _Wait a minute?_

Gwen's face was soon scrunched in a scowl. "You tried to use your powers to make money!" Pete was taken aback by the statement. He then remembered that he told her last night, along with his biggest failure.

A now completely confused Mary Jane spoke up. "What are you talking about? What money?"

"Mr. Genius here used his spider powers to wrestle some guy for a quick buck," replied Gwen snidely. Mary Jane was still not sure what Gwen was talking about. Gwen explained about the Venue, the contract, and the robber.

Mary Jane was appalled at the story. "Pete, what were you thinking?"

"OK, OK, I get it," he said as he got down from the wall. "It was stupid."

"What would your Aunt May say about this?" asked the red-head. "Or your Uncle Ben?"

Gwen gasped at the mention of Ben Parker. She suddenly remembered the rest of the story. Pete just looked at the floor. Mary Jane sensed she hit a sore spot.

"I'd like to think h'd be proud of me for what I do…but I'll never forgive myself for what I did," Pete looked up, suppressing the pain from the memory. "The guy I let get away…was Uncle Ben's killer."

Mary Jane let out a gasp at this information. She looked to Gwen who was now the verge of tears. Gwen felt like she would break down crying as she realized that Peter was the one who let Walter Hardy escape the Venue. The urge to cry grew as she thought about the blame and resentment Peter must have put on himself. Gwen felt a pair of strong arms wrap around her. She opened her eyes to see Pete staring at her with worry. Mary Jane just looked at Pete, not really knowing what to say. She walked over to the two and put a hand on Pete's shoulder.

Pete turned his head and Mary Jane just smiled. "I'm sure your uncle is very proud of you Tiger."

"Thanks, MJ," Pete said with a small smile. He then looked at Gwen. "The both of you." Gwen smiled and blushed lightly.

"Well, now that the secret is out, what are we going to do?" asked Mary Jane.

"Well, I have a few new theories about the hobgoblin, which before did not include Harry," stated Gwen. "Do you think we should call ourselves something? What about the Spider Friends?"

"That sounds like some cartoon your dad use to watch" said Mary Jane with slight reproach. "We can come up with something better. What if we just called us the black widows?"

"I think someone is using that name," replied Gwen.

As the girls kept talking, Pete could not believe his ears. "Whoa, whoa, whoa!" said Pete. "What's with this WE stuff?"

"What?" asked Gwen, confused.

"We're discussing our plan of attack," said Mary Jane, as it should have been the most obvious thing in the world.

"Oh, NO," said Pete sternly. "There is no WE in this. There's just me, with you two knowing about me."

"But Pete, we can help you," protested Gwen.

"NO!" was Pete's reply. "I'm not letting the two of you endanger yourselves by helping me. It's bad enough you know my secret. Do you know how many thugs out there would kill to know who I am?"

"Ok, Tiger, we get it-" started Mary Jane, but was quickly cut off.

"No, you don't!" said Pete frantically. "The fire you and Liz were in trying to stop Mark…you almost died." He then turned and looked at Gwen, "No offence, Gwen, but your track record with villains really doesn't help you case."

Gwen remembered how she handled last night. "Look, we may not have any "amazing spider powers"-"

"Actually, they are spectacular spider powers," said Pete.

"WHATEVER!" shouted Gwen. "The bottom line is that just because we don't have powers, doesn't mean we can't help."

Pete was about to argue when a knock on the door caught everyone's attention. "Is everything alright in here?" asked George Stacy.

"Everything is fine, Captain Stacy" said a very calm Mary Jane. "We were just having abit of a heated discussion."

"Really?" George said in surprise, "About what?"

"Spider-Man having some behind the scenes help," answered Gwen before Pete had a chance to speak. "You work with partners all the time, Dad. Don't you think the Web-Head should have some help?" Gwen had a small smirk on her face.

George thought about the question. "I think that depends on if the help he gets has abilities as well."

Gwen was appalled by this. "So, your saying only hero's can help another hero?" she asked angrily.

George put his hand up in defense. "Now wait just a minute, I never said that. But if Spider-Man is going to have help, I would hope they would be able to take care of themselves. It wouldn't be fair to Spider-Man if he had to protect himself and others."

There was silence as George Stay's words hung in the air. The silence was broken by the sound of a cell phone going off. Pete pulled out his phone to see Mr. Robertson was calling him.

"I have to take this," said Pete and exited the room.

George turned back to the girls. They looked confused, but before he could say anything Gwen asked, "Dad…What did you mean when you said "It wouldn't be fair to Spider-Man if he had to protect himself and others."?"

George was surprised by the question, but soon figured out the meaning behind it. "Spider-Man, even with all his ability's and powers, is still a man. He can be hurt, hit, or if he's not careful, even killed." Both girls went pale as George continued. "It takes a lot of concentration and focus to fight like he does. If an innocent bystander is caught in the fight, I have no doubt that Spider-Man will save them. But just because he might be saving an innocent life, doesn't mean the one he's fighting won't attack him."

"But what about the first time P-Spider-Man fought Mark?" Mary Jane questioned. "Mark didn't attack him while he was saving me and Liz. Mark even helped get us out!"

George shook his head. "Not the same. Mark didn't want you two to get hurt. As soon as you were safe, though, he attacked Spider-Man, right?" Mary Jane could only nod her head in agreement. Seeing the worried looks on the girl's faces, George had a quick thought. "If someone really wanted to help Spider-Man, then maybe doing something small would be better appreciated."

"What do you mea, Dad?" Gwen asked, puzzled.

"If someone were to find out who Spider-Man was, then maybe they could help out with shopping, errands…maybe even look after a family member," he added as he turned and walked out of the room. "I'm sure Spider-Man wouldn't mind if May was checked on every now and then."

The girls were still processing everything George said when Pete came back into the room. "Sorry, but I have to go. Mr. Foswell needs my help with a story." He started to leave before quickly turning around. "We'll continue this discussion at school tomorrow." He ran out the door.

The girls continued to contemplate all that had been said until Gwen raised an eyebrow and looked at Mary Jane. "Did my dad say Spider-Man wouldn't mind if someone checked on…May?" In that instant, both girls understood. "DAD!"

Back at their hideout, the Sinister Six (or is it eight now…great, I lost count) were recovering from the fight. Mysterio was repairing his suit, trying to get the Rhino sizd dents out of it. Sand Man was talking to Molten Man while Electro and Vulture were helping Doc Oc remove his welded tentacles from his glider. Hobgoblin was alone in his office. Out his window, he could see the other villains recovering from their defeat. He walked into the shadows and removed his mask, placing it on a table.

"He's not going to be happy," he said to himself as he dialed a number into his cell phone. He waited until he heard the phone be picked up.

"Hello?" said a low gravelly voice.

"Hello, sir…we failed."

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Tell me what you think, please read and review.


	9. Chapter 9: Trade Off

Welcome once again, _True Believers_. In our last chapter, Pete confirmed Gwen and Mary Jane's suspicions about his after school activates. Once the truth was out, the girls suddenly wanted to be part of the action. Apparently, Gwen didn't get her fill of action from the night out with Spidey. And who is the Hobgoblin calling? All will be revealed. Now on with the show.

I do not own The Spectacular Spider-Man…I know, I'm disappointed too.

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Chapter 9: Trade Off

It took a good three hours of prodding from both Gwen and Mary Jane to get Captain Stacy to tell them what he knew. Over dinner, Captain Stacy told them about how he got clues and figured out who Spider-Man was during the whole Venom exposure and tried to help him. He even admitted covering for Pete during the police ride-along.

It took a while for Gwen to fall asleep that night. Her mind was going a mile a minute with all the information that was absorbed that day. On one hand, she was so proud of Pete for what he did, the lives he saved, the villains he put away. Deep down, she was even glad he beat the Green Goblin. On the other hand, she couldn't help but worry if today would be the last time she would see him. Gwen forced herself not to think about it, but the thought was still in the back of her mind. Deciding sleep was a lost cause, Gwen got out of bed and sat by her window. She covered herself with a blanket and looked out in to the starry sky, hoping to catch a glimpse of a certain hero. She started to drift off to sleep as she thought back to last night. Just before she closed her eyes, she could have sworn she saw a figure web swinging in the direction of Pete's house.

The next day it was business as usual for Pete as he made his way to school. Tired, but on time for once, Pete entered the school. Stretching his aching arms, he recounted the events of the previous night.

_Stopped jewelry hist._

_Caught car jacker._

_Nabbed mugger_

_What am I forgetting? _Pete was brought out of his thoughts by his name being called. "Pete!"

He turned around in time to get caught in a hug by both Mary Jane and Gwen. Pete, both surprised and delighted by this act, started to notice the looks they were getting. He gave a sheepish smile, while shifting uncomfortably. "Um…girls? As much as I appreciate this, I do enjoy drawing as little attention to myself as possible," he finished in an irritated tone. Both girls caught the hint and released themselves.

"Sorry, Tiger," said Mary Jane, embarrassed.

"We were just worried about you yesterday," stated Gwen in a concerned tone.

Pete's gave a sigh. He really couldn't blame them. They just found out their friend is the wall crawling hero. How else would they react? He gave them a small smile. "It's ok, you two, really." He looked at Gwen and then took her hand, making her blush a small shade of pink. "I really appreciate it," he said, looking right at Gwen. This caused her blush to deepen to red.

"However," he said, a bit more seriously. "We need to keep a low profile. Nothing out of the ordinary." He then looked at Gwen and saw he face sadden. Realizing what he said, he pulled her closer to her and put his arm around her. "Of course, what's to say things can't change?"

Gwen looked at Pete and smiled. "I can live with that." She leaned into him as the three teens headed to class. They rounded the corner when the saw Flash Thompson along with his girlfriend, Sha Shan Nguyen, teammates Randy Robertson, Kenny Kong, and their girlfriends Glory Grant, and Sally Avril.

The trio stopped, knowing what was coming. "Do you suddenly get the feeling that the universe is against you?" asked Mary Jane.

"Welcome to my world," said Pete flatly.

The trio continued down the hall. As they approached the group, Randy took notice and nudged Flash. He turned to see Pete, Gwen, and Mary Jane. "Hey, Parker," called Flash. This earned a confused look from the trio. It was usually nerd, or geek, or Pete's personal favorite "Puny Parker." _What is he up to?_ thought Pete.

Flash and his friends approached him. Flash looked at Pete and then at Gwen with Pete's arm was still around her. "Wel, that explains it," he stated. Looking at Pete. he said, "Look, I don't know what you did or how this happened" indicating Pete and Gwen, "but keep out of Osborn's way. He seems to have it in for you."

"What are you talking about?" asked Gwen, a little nervous.

"Oh please, like you don't know?" Sally asked snidely.

"If we knew, would we have asked?" quipped Pete.

Now Sally was mad. How dare this geek talk to her like that. Randy just put his hand on her shoulder and said, "Osborn nearly gave QB another injury."

"Yeah, he came in to school all mad and stuff" interrupted Kenny. "Then Randy asked if he was ok? Then Osborn shouted 'NONE of your Business!' Then Flash told him to back off. That's when Osborn grabbed Flash's arm and threw him into the lockers!" finished Kenny waving his hands wildly.

Glory had to take a few steps back in order not to get hit. "At first, we were wondering what happened. Then when we saw you two and, well…" Glory trailed off, indicating Gwen and Pete as Harry's problem.

"Look, before any rumors start, let me tell you the reason I broke-up with him. It was because he was being a real jerk," stated Gwen, letting go of Pete. "We got into an argument Saturday and he pushed me down. He got really possessive and I told him it was over. Getting to go out with Pete was an added bonus," Gwen finished.

Sha Shan wasn't a friend of Gwen. They talked, but that was it. She was friends with Mary Jane and she remembered when Harry acted like this before, as well as the time Flash told her about Harry being on the football team. She had remained silent throughout this whole exchange until she asked one question that got everyone's attention, "He's using it again, isn't he?"

Flash and the rest looked at her with a confused look, while Gwen, Mary Jane, and Pete nodded. "We'd like to say it's just depression from his dad's death, but all this just reminds me of when he was on Globulin Green," said Pete in a depressed tone. Harry may not like Pete and Pete may be mad at Harry for trying to hurt Gwen, but he still hoped that he could bring Harry back. Hopefully before it was too late, if it wasn't already.

As the group stood in silence, the bell rang, signaling that class would begin. The teens gathered into class. As Pete, Gwen and Mary Jane entered the room, they saw a fuming Harry Osborne.

"You think we can get through class without causing a scene?" asked Mary Jane.

Harry looked over and saw the group. He got up from his seat and made his way towards them. He then grabbed Gwens arm. "We need to talk," he said savagely, trying to pull her from the room.

"I'll take that as a no" said Mary Jane answering her own question.

"Harry!" cried Gwen. "Let Go!" She pulled her arm from his surprisingly strong grip.

Harry turned to face her, but instead found himself looking right a Pete. "Harry, just calm down," said Pete, trying to keep his own anger under control.

"Stuff it, Parker!" shouted Harry, now earning them the attention of the entire room, "This is between me and Gwen!" He tried to shove Pete out of the way, but he held his ground.

"Look, we get it, you're mad," started Mary Jane. "But shouting isn't going to solve anything. If you want to apologize to Gwen-"

Mary Jane was cut off by Harry sudden laughter. His laughter was somewhat normal, but anyone who was paying attention could tell that there was a slight malice to it. He soon composed himself and looked at Marty Jane. "Thanks, I needed that MJ." She shuttered at her nick name. Hearing it come from Harry just sounded wrong.

"What do I have to apologize for?" asked Harry, his temper rising again. "I'm not the one who was cheating," he spat as he looked at Gwen.

"What are you talking about?" asked an offended Gwen. "I did nothing, but be there for you! If anyone deserves an apology, it's me!"

Harry face was in an angered scowl. "My Father never apologized…and nether will I."

"Harry come on, Please" Pete pleaded, "We're your friends. We just want to help."

"Help…Help…You want to help? Then, DROP DEAD, PARKER!" shouted Harry as he threw a punch right at Pete's face. Out of reflex, Pete pulled Gwen behind him and stopped Harry's punch dead with his hand.

_WOW!_ thought Pete, _he's strong He's defiantly back on the Green, but compared to hobgoblin-_

"Is there a problem gentlemen?" asked Captain Stacy as he entered the class room. Harry dropped his arm when he heard the captain's voice. He looked at him with daggers in his eyes.

Harry never broke his gaze from Captain Stacy's. "No," Harry murmured, then looked back to see Gwen's arms wrapped around Pete's waist, as well as Pete's arm protectively around Gwen. "No problem at all," he sneered as he went back to his seat.

Stacy looked at Gwen and Pete. "You two ok?" Pete nodded his head as Gwen let go of him. "We'll talk later. Alright, everyone take your seats we have a lot to cover today."

Pete took a seat with Gwen sitting next to him and Mary Jane next to her. The class went on as usual. Every now and again Pete caught a glimpse of Harry looking at him with pure hatred. That's when it hit Pete. _He really isn't our friend anymore._ He looked at his notebook, but could not find the energy to write any notes. He sat there trying to think how it happened. He was suddenly snapped back to reality as his spider sense went off. Pete looked back at Harry, but he was writing in his notes. His eyes started darting around the room trying desperately to find the source of the warning.

Gwen noticed how jumpy Pete suddenly got. She grabbed his hand to get his attention. "Pete, what's wrong?"

"Something's coming," he said in a hushed voice. "Something big."

Mary Jane noticed the look on Pete's face. Gwen turned to face her. "Something's wrong."

"Girls?" called Captain Stacy, getting their attention. "Is there a Problem?" Before they could answer, something big bashed through the wall next to where George had been standing. Everyone was standing, afraid…for there in the class room stood the Rhino.

He looked around at all the kids. "Dis room 275?" His eyes then fell on Gwen. He gave a smirk. "Got it on the first try."

"FREEZE!" shouted Capatin Stacy as he grabbed for his gun. Unfortunately, he was forced to leave his gun in the office while teaching.

Rhino just looked at him. "You were saying." Rhino picked Captain Stacy and threw him in to the desks.

"DAD!" cried Gwen. She ran to her father only to be stopped by one of Doc Ock's tentacles around her waist. "Not again."

"Now, now, Rhino," said Doc Ock as he entered the room from the same hole as Rhino. "We are just here for some information. We don't want to hurt anyone," he stated as he looked right at Gwen "Yet."

"What do you freaks want?" shouted Flash as he protected Sha Shan.

"We are just here to ask Miss Stacy a few questions about her web slinging friend," stated Ock.

"What are you talking about?" asked Gwen as she struggled to get free.

"I have to admit you look much different in that wig and mask," replied Ock with a smile. Gwen whole body froze. She couldn't move, she couldn't think, she could barley breath. "Don't look so surprised," said Ock. "After all, who aside from the arachnid would know I'm the master planer."

Gwen was caught. He figured it out. _Calm down Gwen, calm down, he only thinks you know Spider-Man. Not who he is._ Composing herself she looked at the eight limbed villain. "Fine, you caught me, what do you want?"

"I want to know where I can find him," Ock stated flatly.

Gwen smirked. "Well, sorry to disappoint you doctor, but I have no idea where to find him. He finds me."

The corners of Doc Ock's face curled into a cruel smile. "That's exactly what I'm counting on." He turned back to the hole and began to leave.

"Gwen!" shouted Captain Stacy and Mary Jane.

"WAIT!" shouted Pete "I know where you can find Spider-Man."

Doc Ock turned his head slightly. "I already have what I need."

"To what, set a trap?" Pete spat. "Last time I check, you tried that and failed."

Ock whipped around and hurled a tactical at Pete stopping inches from his face. "What was that?"

Pete chose his words wisely. He didn't what anyone, especially Gwen, getting hurt. "All I'm saying is, why not take the fight to him. He finds you, you get beat, so why not try something new?" In the back of his mind, Pete prayed he'd take the bait. This was his one chance as Peter Parker to save Gwen before she got hurt.

Ock contemplated what was said. "As foolish as you are, you make a valid point. In the pursuit of science, we will try your little experiment. Where can I find the arachnid?"

Pete gave a small smile. _I'm in._ "I'll tell you on one condition."

"And that would be?" asked Doc Ock, now getting annoyed.

"You take me instead of Gwen" said Pete flatly.

"What?" said the class in unison.

"Parker, are you nuts?" asked Flash.

"Petey, don't do it" said Liz.

"Tiger," said Mary Jane softly. _I hope you know what you're doing._

Ock raised an eye brow. "Parker…as in Peter Parker?"

"Hey ain't that the guy who takes Spider-Man's picture?"asked Rhino.

"The one and the same," replied Pete.

"Well, this just got more interesting," said Ock with a new smile. "Very well, Mister Parker. Miss Stacy stays and you come with us." Pete nodded and grabbed his bag. "Planning on doing homework?"

"I just thought that you would want to document your defeat of Spider-Man. I know Mr. Jameson would love photos of that," answered Pete, now playing up to the villains ego.

"You know, for a photographer you're quit clever," said Ock as he let go of Gwen. Pete jumped forward and caught Gwen.

"Pete, please don't do this," begged Gwen on the verge of tears.

"I have to," he said as he put her down. "It's my responsibility, remember," he said giving her a small smile.

"Shall we be off Mr. Parker?" asked Doc Ock. "Before I grow impatient."

Peter nodded and walked past Gwen. Gwen was about to cry when she spun around and grabbed Pete by his coat and planted a kiss on him just like Thanksgiving. Unlike last time, Pete wrapped his arms around her waist and pulled her close. This is how it should have gone. This was what he should have done. This…felt so right.

The two broke apart for air. They just smiled at each other. Gwen leaned in close. "I'll be right behind you," she whispered.

Before he could register what Gwen said, Pete was lifted into the air by Ock. "I hate to interrupt this tender moment, but I have a Spider to squash," he hissed.

"Righ,t" Pete gulped, "Sorry, shall we go?"

"Yes," said Ock as he began to leave the room. Rhino followed by jumping out the hole.

Getting over what had happened George grabbed his cell phone. "This is Captain Stacy. I want all units on the lookout for Doctor Octopus and Rhino. Be warned, they have a hostage." George looked as his class as he hung up. "All right class we need to…Gwendolyn Stacy where are you going?" he shouted.

"To the computer lab," replied Gwen. "I need to find Pete."

"Gwen, I'll get officer on the force looking for Pete," said George as he approached his daughter, "but right now we need to figure out where Pete is taking them."

"We already know," stated Gwen as she pulled out Pete's cell phone. "I gave Pete my cell Phone. We can track it-"

"Using its GPS!" finished Mary Jane. She ran up to Gwen and gave her a huge hug, "Gwen, you're a genius."

"Good thinking, Gwen" said the captain. "Alright everyone out of the building. Wait, where's Harry?"

An old abandoned office building stood across town. Caution tape closed off the area for public safety. Doors had been knocked down, holes were in the ceiling…what was left of it. Walls had fallen down exposing rusted metal beams. Electrical lights hung limp by just a single wire. Everything was calm and peaceful in this long forgotten building. That is until a metal tentacle busted its way through the already crumbling wall. Ock and Rhino entered the building, still holding the now captive Peter Parker. The duo looked around at the debris and filth.

"I would have thought the arachnid would have chosen a better place for his hideout," said Ock as he move further into the building.

"It's not his hideout," said Pete. Pete was taking in his surrounding, trying to find the best place to change. He needed to plan this out just right, otherwise Gwen and Mary Jane wouldn't be the only ones who would know his secret. "This is where he likes to work out and train."

"How come you know the Web-Head comes here?" asked Rhino. That same question was buzzing around Ock's mind as well.

"I followed him one night, trying to win that photo contest for the Bugle," stated Pete.

"And this is where he lead you?" inquired Ock. Pete simply nodded. "Very well, when do you expect him?"

"He told me that he trains here around noon," replied Pete, still scanning the area.

"Rhino call the others," said Ock. "We need to get things ready for our guest."

"Well, you two seem to have everything set, so I'll just be going," said Pete casually. "So, if you'll just put me down?"

"I thought you wanted pictures for the bugle?" asked Ock knowingly.

"Well, yeah," said Pete a bit nervious, "but the lighting in here is just too dark and the flash would just throw everyone off." Pete was then handed to Rhino.

"Well, then I guess you'll just have to serve a different purpose," smiled Doc Ock "Do you know the meaning of the word…bait?"

Pete slumped his shoulders. He knew he was going to have to find another way out of this one.

* * *

Out of the frying pan and into the fire…Ouch. Wonder what the Web-Head has in mind. Will he make it out or stall till backup arrives? Let me know what you think R&R.


	10. Chapter 10: Decisions

Greetings and Salutations to all…ok ok. I know I've taken too long in getting this up. So put down the weapons down and call of the angry mob. I took my time with this because, again, I refuse to post nothing but my best. This chapter took me a while being the near the end. That's right _True Believers_ this is the first of the last three chapters, I tell you this because I am taking my time on the last two so I don't disappoint any one. And if I have already disappointed, just go back a reread the chapters you like.

OK, so! In our last chapter our hero bravely sacrificed himself to Ock in order to save Gwen, who graciously repaid him immediately. Let's see if our webbed wonder can get out of this one. LIGHTS…CAMERA….action.

* * *

Chapter 10: Decisions

Midtown Manhattan Magnet High School seemed to come to a screeching halt with what had happened. Police cars littered the main gate as officers and S.W.A.T. teams received their orders.

"Alright everyone, listen up; I'm only going to say this once," stated Captain Stacy. "Ock and Rhino are at an abandoned building on the east side of the city. I need to warn you, they do have a hostage. We need to hit them fast and hard."

"What about Spider-Man?" asked Sargent Carter. "Why not let him take them down?"

"I'm not sure where Spider-Man is at the moment," the Captain admitted. "Besides, Spider-Man is always helping us. I think this one time we can help him. Ok everyone, move out!"

Every office scrambled to their vehicles. Sirens filled the air as police cars went in every direction. George looked to his car to see Gwen and Mary Jane huddled together.

"We need to find a way to help Petr,e" said Gwen quietly. "Dad said they're in a building on the east side. If we can get a cab-"

"Gwen," interrupted Mary Jane. Gwen looked at her to see a look of terror on her face. "I want to find Pete just as much as you, but…" she hesitated feeling guilt building up. "We may be in over our heads."

"What do you mean?" asked Gwen. "We can't just let him do this alone!"

"Remember what your dad said?" asked Mary Jane, trying to keep Gwen calm. "He said that if we try to help Pete, we'll just be in the way."

Gwen was starting to panic. Pete, her Pete, had once again risked his life for her and she couldn't do a thing to help him. Gwen shook her head, trying to collect herself. "There has to be something we can do," she said sternly. "I'm not about to let Pete die because of me."

"Parker is not going to die." The girls turned their heads to look at Flash. "If he can survive everything I've done to him, he can survive anything." Gwen smiled, knowing Flash had a point. "Besides, Spider-Man is going save him when he shows up to kick Ock's butt!"

And once again, Flash Thomson kills the mood. Gwen slapped her forehead in response.

"Kids," called Captain Stacy. "The school's closed, so you should probably head home." The group nodded. "Gwen, why don't you and Mary Jane go see if Peter's Aunt May needs anything."

Gwen nodded her head. "Sure."

Captain Stacy got into his car and headed for the east side of town. The group of teens began to head off when Kenny turned and handed something to Gwen.

"Here," he said giving Gwen an Osberry. "I figure Parker would want this back, ya know, if he lives."

All the color faded from Gwens face. Glory elbowed Kenny in the gut. "Kenny!" she hissed.

Gwen still looked pale as she inspected the Osberry. _I thought Pete kept this in his locker?_ She opened it up and gasped. This caught everyone's attention.

"Gwen, are you ok?" asked Liz.

Gwen just looked at the screen in front of her. "This isn't Pete's." Liz looked at the screen, she gasped as well. On the wallpaper of the screen was a mask that bore a striking resemblance to an all too familiar goblin. In bold print, at the top of the screen read:

Welcome Back Mr. Osborn

"It's Harry's!" said Gwen a little scared.

Back across town, the Sinister Six plus Molten Man were all gathered at the abandoned building going over their plan of attack.

"According to the police, Rhino and I are the only ones here. Therefore, we will attack first to lull him into a sense of false security. Once the arachnid is distracted, Mysterio will use his special effects to confuse him while Sand Man attacks," explained Ock. The others just nodded in agreement.

Mysterio spoke up. "They are not special effects," he said angrily. "They are ILLUSIONS!"

Doc Ock just looked at him then continued. "Electro and Vulture will stand watch from the rafters above just in case Spider-Man decides to make a…tactical retreat."

"Understood," nodded Vulture.

"YEAH!" said Electro. "Let's fry us a Spider!"

"Calm yourself, Maxwel,l" said Ock in a soothing voice. "We will all get our chance."

Molten Man, who had remained silent through their whole discussion, raised his hand. "What about me?" he asked.

"You, my boy, will be guarding the prisoner," replied Ock.

"What!" shouted Molten Man. "Why do I get stuck guarding some chump?"

"Because I said so," answered Ock, trying to control his own anger. "And if you ever want to be human again, you will do as you're told." Molten Man just hung his head in defeat. Ock gave a small smile. "Don't look so down," said Ock. "I would have thought you wanted some one on one time with Mr. Parker."

Everyone, with the exception of Rhino, looked at Ock in surprise. "Parker?" asked Molten Man.

"As in, Peter Parker?" asked Electro.

"One in the same," answered Ock. Molten Man stormed off, leaving a trail of melted asphalt. Sand Man started to go after him. "And just where are you going?" asked Ock.

"What's the point in having a hostage if he's dead," retorted Sand Man. "Besides, the kid's going the wrong way." With that, he continued after Molten Man. Ock narrowed his eyes as he watched Sand Man round the corner.

The Parker residence was quiet as Mary Jane and Gwen, along with Flash and his crew, knocked on the door. They waited for a few moments and then knocked again. Still no answer.

"Anyone else feel creeped out by being here?" asked Sally.

"You're right. It's not like Aunt May to out this time of day," said Gwen.

"Not that!" yelled Sally. "I mean, being here at the home of a nerd." Everyone shot her a dirty look. Gwen went down the stairs to the small garden on the side of the house. She picked up a rock and flipped it over. On the bottom of the rock was a small door that hid an extra key. After retrieving the key, the group entered the house. Everyone continued to look for signs of where May Parker could be.

Mary Jane tried calling out "Aunt May?" But, no answer.

Flash was next to try his luck. "Mrs. Parker?" Still no answer.

Randy and Sally looked up stairs while Liz and Glory looked in the kitchen. Everything looked normal. Gwen started to get worried. "Where could she be? I hope she didn't have another heart attack."

"If she did she's in the right place for it," said Glory as she and Liz came out of the kitchen with a note.

"She's at the doctors," said Liz as Glory handed Mary Jane the note.

Peter,

Sorry for not reminding you I had a doctor's appointment today with Dr. Bromwell at 2pm. I'll be gone most of the day with Anna Watson so don't worry. We should home soon.

Love,

Aunt May

P.S. There is some pie in the fridge for you.

"All right!" exclaimed Kenny "PIE!" He ran over to the refrigerator and opened it. He found the pie and was about to eat it when he noticed everyone else was giving him a nasty look. "What?"

Gwen just huffed in exasperation as she planted herself on the couch. Now that the mystery of what happened to Aunt May was solved, Gwen was brought back to her original problem. _How am I going to help Pete? _she thought. She had racked her brain trying to come up with an idea, but nothing seemed to work. As she thought, Gwen closed her hand around something. She looked down to see the green Osberry still in her hand. _I_ _forgot I had this._ Then an idea hit her. If Harry was who she thought, then there might be something on it that would help. Opening the Osberry, she came face to face with that goblin mask again, sending chills down her spine. Pushing those chills away, Gwen began inputting password after password in hopes of stumbling onto the right one.

"We'd better get going," said Glory.

"Yeah, my mom is going to freak when I get home," said Liz. The group of popular's started to leave. Liz turned back to Mary Jane and gave her a hug. "Don't worry, Petey will be alright." Mary Jane smiled.

"Again!"

Mary Jane's and Liz's, as well as everyone else's, attention was drawn to Gwen. "Gwen, what are you doing?" asked Glory.

"Trying to unlock Harry's Osberry," she grumbled. "There may be something on here that can help Pete." She tried again. "Revenge? Nope. Vengeance? No! Green Goblin? NO! Argh!" She threw her head back agents the couch in frustration. "This getting me no where!"

"Wow! Chill, geekette," said Sally.

"Yeah. Don't worry, Spider-Man will save Parker," said Flash. "You'll see; he'll be back in no time."

"And what if Spider-Man doesn't make it?" asked Gwen. The others were stunned. "Well, what happens then?" she asked, turning her had to face them.

May Jane sat next to Gwen as the others just looked at one another. "Gwen , I think you need to calm down," she said soothingly. "Getting worked up is not going to help anyone." Gwen nodded, knowing Mary Jane was right.

"We need to get your mind off of this whole thing," said Randy.

"Hey, I know!" said Kenny excitedly. "You can give Osborne his thing back."

This earned him an elbow to the gut from Glory and a smack upside the head from Randy and Flash. "Kenny that is the worst idea you have come up with!" yelled Glory. "Harry is the last person Gwen wants to see right now!"

"Doesn't matter," scoffed Flash. "Osborn's too busy trying to slay Spider-Man."

Gwen's eyes suddenly went wide. "Slay Spider-Man?" She looked at Flash who had backed up in case Gwen got mad. "Flash…YOU'RE A GENIUS!"

"Hun?" everyone said.

Gwen looked back at the Osberry and typed in what she prayed was the correct password, "S-P-I-D-E-R-S-L-A-Y-E-R" Gwen waited as the Osberry checked the inputted password, Gwens face lit up, "Yes, I'm in!" All the others cheered for her success. Gwen read through the files hoping something would be of help. She found a file named GOB. She clicked on it and inside was a ton of files on the Green Goblin from news reports to equipment specifications. Gwen and the others looked on in horror as the saw what was on the screen.

Randy couldn't believe his eyes. "What is all this goblin stuff doing on Osborn's Osberry?"

"Well, the creep was his dad," stated Sally flatly. "Maybe Osborn just copied all his dad's filed onto that thing."

"Or maybe…" said Mary Jane, "This is his dad's."

"It is," said Gwen as she looked through some more files. "I've seen Harry's notes. Even when he was on the green, Harry still never kept thing in order. These files are all thought out. They are all in a specific order. This Osberry had to have been Norman Osborn's personal Osberry." Gwen eye's caught site of a program labeled GLIDE. She opened the program and was fascinated by what see found.

Liz looked at the Osberry trying to figure out what was on it. "Gwen? Did you find anything?" she asked.

"I sure did," Gwen replied. "And it's just what we need! Come ON!" she said running to the door. The others followed out the door. Once Gwen relocked it, they all ran to catch a cab to the east side of the city.

Molten Man found his way to the room where Peter was being held in. He stood there, looking at the door.

"You going in or just gonna stare at it all day?" Mark turned his head to see Sand Man leaning his back against the wall.

"What do you want?" asked an irritated Mark.

"Same as before," Flint Marko replied. "Just wondering if you really have what it takes to be on this team."

"You call the Sinister Six a team?" Mark asked mockingly. "Electro and Rhino argue every two seconds. Vulture and Ock are off doing their own thing and Mysterio keeps going on and on and ON about himself."

Marko just shrugged. "Nobody's perfect." He looked at the door and then back to Mark. "So, you actually gonna guard Parker?"

Mark gave him a skeptic look. "Yeah, why?"

Marko shrugged again. "Thought you might fry the kid for braking up with your sister."

That got Mark's blood boiling. "You had to remind me, didn't you!" he shouted. Mark's hands were glowing red. "That little punk never did anything but hurt Liz."

"And you?" questioned Marko. Mark was about to throw a Lava ball when a large square shaped rock slammed into his face and onto the ground. "Go ahead kid. I've survived being turned to glass once. I can do it again."

Mark got up off the floor and glared at Marko. "So, what is it you want?"

"That's a question you should be asking yourself," replied Marko. "You can continue being the Doc's lap dog or you could serve your time and go back home."

"Home isn't an option," said Mark sadly.

"Who says?" replied Marko. Mark just stared at him confused. "Look, if you really want out of this, I know someone who can help."

"No more doctors!" said Mark. "That's what got me into this mess."

"He's not a doctor," said Marko. "He's a Colonel."

Mark still seemed apprehensive. "What do you want?"

"I want to help," Marko said. "Some wise guy once told me…with great power comes great responsibility. At first, I thought it was just a bunch of bull, but after I helped save those guys from that oil tanker. I was noticed by some pretty important people."

"Who?" asked Mark.

"You want to know?" asked Marko. He pointed to the door holding Pete. "Then let the kid out."

Pete had his ear to the door as Sand Man and Molten Man talked. "Great. First I con Ock into taking me instead of Gwen, now Marko is coning Mark into taking me somewhere else." Pete sighed, "This is not my day." Pete jumped back when the doorknob began to turn. He got behind the desk in case he needed a shield. Molten Man entered the room. Pete couldn't tell from his stoic face what he had planned. "Hey, Mark," greeted Pete nervously. "Long time no see. How've you been?"

Mark stayed silent as he looked at Pete. "You," he pointed at Pete. "OUT!" he said harshly. This earned him a confused look from Pete. Quickly becoming irritated, and therefore rising the temperature in the room, Mark said, "You only have one shot at this. You want out? Then get out!"

"I would, but you're kind of blocking the door," said Pete. Mark snapped out of his anger and stepped aside. Pete walked past him to the door where he stopped, waiting to see if Sand Man made a move.

Marko gave small smile. "Sorry to disappoint you kid, but I'm not going hurt you."

"Then, what are you going to do?" asked Pete.

"Keep Ock and his goons busy till you get out and warn the Spider," he said in a more serious tone.

Pete gave both of them a confused expression. "But, aren't you all on the same side?"

Marko shook his head. "I may hate the Web-Head for putting me away, but he was right about one thing. I need to start helping people instead of myself." Pete felt a sense of pride knowing that what he told Marko had sunk in. Pete nodded his head and then turned to run when sirens started to fill the air. The trio made their way to the closest window, or to the hole in the wall where a window should have been, and looked out to see the entire police force and SWAT team surrounding the side of the building.

"If they're on this side, they're probably on the other as well," said Pete.

"Guess it pays to date a police captain's daughter," said Marko. Pete just looked at him in shock and surprise. "What, bad guys can't gossip?" Pete just slapped his hand on his forehead and shook his head.

"This is just what we need," said Mark a little panicked. "Parker will never get out of here without the others noticing now!"

"Sure he will," said Marko with confidence. "We'll just start the fun earlier then planed." With that, Marko turned his body to sand and headed down the hall. Mark and Pete looked at each other for a split second. They nodded to each other and then ran after Sand Man.

As police surrounded the building, one would think the villains inside would start to worry. Wrong. Ock saw this as a golden opportunity.

"The arachnid only think Rhino and myself are here," he stated to his associates, "So he will be quite surprised to see the rest of you here. And then, we will crush him."

"Let's get into positions," said Vulture. He began to rise from the floor to the rafters only to be slammed down by a large amount of sand. The others just stared in shock. Vulture was able to dig his way out as Sand Man reformed himself. "What on earth were you doing!" he shouted.

"The Spider!" replied Sand Man. "He's here already! He ambushed us and then grabbed the kid. Molten Man went after him."

"Where is he!" hissed Doc Ock.

"They went to the south side of the building," answered Sand Man.

The six villains ran to the south end of the building. If any of them bothered to look up, they would have seen the hole that Sand Man fell through. Looking down was Molten Man and Peter. Seeing the Sinister Six heading off was the signal for Pete to leave.

"Ok, Parker, now's your chance," said Molten Man as he pointed to the window. "Just climb down the fire escape and head for the cops. Sand Man and I will take care of Ock and his crew."

"What about you two?" asked Pete with a hint of actual worry. Hey, just because they were the bad guys doesn't mean Pete wanted to see them hurt. "There's five of them and two of you!"

"Don't worry about us," said Molten Man with a smirk. "We'll give them a fight they won't soon forget." With just a nod, Pete climbed onto the fire escape and started to make his way down. He had been held on the seventh floor of the building. Pete was three floors away from street level when his Spider-Sense went off. The sound of a jet engine could be heard in the distance.

"Hurry!" shouted Molten Man. Suddenly there were three explosions around Molten Man. The old rusted metal couldn't take the vibration from the explosions, it started to creak and break, falling down on top of Pete. "MARK!" he shouted, but his voice was lost due to the collapsing structure. Acting quickly, Pete jumped through a broken window to avoid getting crushed. Pete stood up to find the building shaking. _Mark must be ok,_ he thought, _otherwise Hobby would have stopped throwing bombs._ Pete looked at his surrounding. _This is as good a place as any, _thought Pete as he pulled out his web shooters from his bag.

Molten Man dived out of the way as three pumpkin bombs exploded. He got off the floor as the dust and smoke cleared ane figure could be seen. Molten Man's hands started to glow red as the Hobgoblin came into view and did not look pleased.

"It would seem that I have a traitor in my group," he said with an evil glare. "Don't you remember our deal? You follow me and your family stays alive."

"I remember," said Molten Man. "I just decided I was done following orders." He launched two small lava balls at Hobgoblin. Hobgoblin dodged the attack, but due to the condition of the building he had a hard time. Hobgoblin threw another pumpkin bomb causing Molten Man to start running.

"Running off so soon?" mocked Hobgoblin as he threw some pumpkin blades. "I'm just getting started!" he snarled.

Molten Man continued to run, dodging bombs and blades as he rounded corners of the old office building. Coming to a halt at a dead end, he thrust his hands into the wall and melted a hole. He turned around and saw Hobgoblin coming towards him. He threw small, baseball-sized lava balls. Even in the limited space, Hobgoblin was still able to evade all the attacks.

Hobgoblin shifted his foot to press a button on his glider. A blade came out of the glider's mouth. Hobgoblin laughed as he increased his speed. He planned on impaling his former flunky. Molten Man smiled as he jumped out of the way just as the glider flew by. Hobgoblin had no time to react as his glider hit the wall. He flew through the hole Molten Man had made. Hobgoblin crashed onto the floor as his glider bashed through another wall and stalled out.

Hobgoblin shook his head as he tried to get up. He was able to get on to his knees before his whole body was lifted off the floor. He was able to get a quick glance at Doc Ock before he was thrown into a wall…or what he thought was a wall before two arms began crushing him. Hobgoblin looked up to see Rhino smiling back at him. Hobgoblin was about to push a button on his wrist guards to call back his glider, but he found he could not move in the vice grip he was currently in.

"Well, well, well," said Doc Ock. "This is quite the surprise. I didn't expect you to get here so fast."

Hobgoblin tried breaking free, but nothing was going to make Rhino let go. "When I heard that you were having a party without me, I thought I'd just crash it."

"Actually, I meant the time it took you to get from school to OsCorp," replied Ock with a smirk.

"What are you talking about?" asked Hobgoblin a bit nervously.

Ock gave a malicious smile as one of his tentacles made its way to hobgoblin face. "Come now, did you really think I wouldn't figure out who you are?" he asked. "All you wanted us to do is kill Spider-Man. All of your tech came from OsCorp and you literally threw money at us to help." His tentacle grabbed part of Hobgoblin's face. "Put it all together and you get…" He pulled at the mask that was Hobgoblin's face to reveal the face of an African-American man with balding white hair. "Roderick Kingly?"

"You were expecting someone else?" he asked in anger.

"Where is Osborn's Brat?" Ock barked. "He's the one who should be here, not you!"

"Well, it looks like your ego is bigger than your brain, Ock."

All the villains look up in shock. "SPIDER-MAN!"

"You forgot "Friendly Neighborhood"," he replied. "I have to admit, this saves me some trouble. So, are you all going to come quietly or do I have to beat you all again?" Spider-Man's spider-sense blared and he jumped from the beam he was on just as four pumpkin blades imbedded themselves into it.

"No one is going anywhere," said a voice Spidy was all too familiar with. He whipped his head around and his eyes widened in shock. "Long time no see Spider-Man. Did you miss your old friend …The Green Goblin?"

* * *

OK, did not see that coming…ok may be I saw that coming. Looks like Spider-Man has some back up on the way. Looks like the Sinister Six had some falling out, has Spider-Man gained some new allies, guess we'll find out. Don't forget to review.


	11. Chapter 11: Bringing Down the House

Welcome once again _True Believers_. My deepest and sincerest apologies for getting this up so late, but in my defense, this fight scene caused a great deal of writer's block, then 26 Pixy Stix later, I had an apostrophe…I mean, an epiphany. Anyway, back to the story: we left our webbed hero in a fight against the Hobgoblin and his thugs of super villains. Luckily, Spidey had some help from two unlikely foes turned friends. And just as things seen to be getting bad…they get worse. Old Gobbie Green is back and ready to rumble. How will Spidey and friends get out of this one, there's only one way to find out.

LIHGTS!…CAMERA!...ACTION!

* * *

Chapter 11: Bringing down the House

Fear. It was the only word able to describe what Gwen felt as the cab pulled up to a rundown building surrounded by police cars. As everyone got out of the cab they looked at one another.

"This is where Spider-Man hangs out?" asked Flash.

"Maybe he's got some high-tech training stuff inside," said Kenny. The others just looked at him.

Looking at all the police and SWAT team members around did little to make Gwen feel better. This had to be the place. She had used the Osberry to tack the GPS signal from her phone that she gave to Peter. Looking around only made her fear greater. She turned to Mary Jane. "They could have found the phone and dropped it for all we know," Mary Jane stated in a worried voice. "What makes that thing so sure this is the right place?"

Just as she finished her question, a number of explosions came from the right side of the building. "I'd say that qualifies," replied Randy.

* * *

Spider-Man rolled, dodged, jumped, and weaved out of the way of the onslaught of goblin tech aimed at him.

"You know there are others here fighting your friends," said Spider-Man dodging another laser blast. "You could give them the pleasure of your company."

The Green Goblin just smiled. "But it's been ages since we last danced," he said casually, "Besides, I thought you LIKE the attention!" Green Goblin threw a pumpkin bomb at the old rusted rafter Spider-Man just webbed. The explosion caused not just the metal beam to shake, but also most of the building. Spider-Man looked down from where he landed. He could see Sand Man was fighting Doc Ock, Rhino, and Vulture. Considering who they were up against it seemed like a waste of energy in Spidey's opinion. Just to the left, Roderick Kingly (a.k.a. the Hobgoblin), Electro and Mysterio were giving Molten Man a run for his money, no pun intended. Mark may have been powerful, but he still had a short fuse. Ok, pun intended.

Mysterio sent a squad of his little gremlin bots to taunt Mark into losing his temper. It was really working. Not only was Mark putting all of his attention on the gremlins, but he was also not paying attention to where he was aiming. Sand Man not only had to dodge the attacks from his former teammates, but from one of his current ones as well.

"Hey, kid!" he shouted. "Watch where you're throwing those!"

"Just…Hold…STILL!" shouted Molten Man irritably.

Spider-Man just shook his head. He needed to get Mark to calm down, or at least focus. Of course, focus was a rare commodity at the moment as Spider-Man dodged yet another pumpkin bomb. _This is getting ridiculous_ thought Spider-Man. _We keep this up much longer the whole building will come crashing down on us._ Spider-sense tingled. Spider-Man looked up to see part of the building falling right for him. Jumping from one beam to the next, he was knocked to the floor by Kingsly. _Great, because one goblin wasn't bad enough._ As Spider-Man was getting up, the Green Goblin hovered above him. He pressed a button on his wrist guard. The glider opened its mouth to reveal a missile colored red and blue. "This one has your name on it Spider-Man," the Goblin cackled to himself.

The Green Goblin was about to fire when Kingsly swooped in and launched some pumpkin bombs. Reacting quickly, Spider-Man and Molten Man moved out of the way. "You fools have interfered for the last time!" he shouted. Kingsly dived for both Molten Man and Spider-Man when three pumpkin blades whizzed by almost cutting him in the face. Kingsly halted his assault and turned to see a fuming Green goblin.

"There's only room for one Goblin in this city," hissed the Green Goblin. "And I think your time has come to an end!" Grabbing a pumpkin bomb he hurled it at Kingsly. He adjusted his glider and dodged the blast.

"Just because you gave me this tech doesn't mean you're the better Goblin!" Kingsly shot back. The two goblins then proceeded to fight each other. Spider-Man and Molten Man looked up to see the fight of goblin tech start. Both looked at each other and came to the same idea.

"Are you thinking what I'm thinking?" Molten Man asked Spider-Man.

"If we can get these guys fighting each other…" Spider-Man stated.

"Then we can take them out one by one," finished Molten Man.

"Right now we just need to get Marko in on this plan," said Spider-Man. Suddenly Sand Man was thrown into the wall. "Hey Marko, perfect timing."

They quickly explained their plan as Sandman shielded them from their attackers. There was little convincing needed for Marko to go along with the plan. Lowering the shield the three heroes went in separate directions. Spider-Man went to face off against vulture, Molten Man faced off with Electro and Mysterio while Sand Man went back to Ock and Rhino. Spidey landed on a beam and shot a web line that hit Vulture in the chest. Reacting quickly, Vulture cut the webbing with his razor sharp wings, then turned and aimed his laser pack at Spider-Man. Just after vulture fired the laser, Spider-Man dropped down to the floor. The laser beam missed its target, and just barely missed the beam Spidey was perched on less than a moment ago. The beam slammed right into Rhino's back.

"Watch what your shoot'n at, Bird Brain!" shouted Rhino.

"Don't tell me what to do!" snapped Vulture as he continued his assault.

"Yeah, O'hirn!" commented Spidey, "Take care of your own hero and leave me to someone who knows what he's doing." Spidey landed behind some rubble to dodge another laser attack. Out of the corner of his eye he saw Rhino and he was mad.

"WHY YOU!" Rhino shouted as he charged Spider-Man. However, he failed to see Molten Man charging him. Rhino was three steps away from crushing Spider-Man was he was hit in the side and sent flying through the adjacent wall and out of the building. His five story fall was broken when his face hit the concrete.

Spidey looked down then to Molten Man, "When I said knock them out, I meant unconscious, not out of the building."

With a shrug, Mark replied, "Next time be more specific."

With Spider-Sense tingling Spidey, jumped out of the way to barely miss an attack by Vulture. Mark threw a fire ball, which vulture dodged. Unfortunately, the angle that he turned caused him to end up in one of Sipdey's spiders webs. Knowing that would not hold him for long, Spidey told Mark to "Aim for the Laser!" Having a clear shot, Mark basted the laser pack with a stream of fire. The pack exploded ,causing Vulture's flight tech to power down.

"That's two down!" said Mark.

Spidey jumped from the beam he was on next to Mark, "Yeah and five more to go." Suddenly Electro and Mysterio flew past the both of them and slammed into a metal support beam. Both Spider-Man and Molten Man just looked at the two with wide eyes, "Ok…make that three to go," said Spidey.

"You boys done yet?" asked Sand Man as he walked over.

"Just about," said Spider-Man as he got hit from behind and sent flying across the room.

Doc Ock's metallic arm retracted back to its master, "Did you ingrates forget about me?"

Sand Man smirked, "Na, Doc. We were just saving the best for last," he stated as he stepped back. Ock cocked an eyebrow in confusion until a blast of heat exploded, destroying one metal tentacle and partially melting another one. In his small conversation with Sand Man, he forgot about Molten Man.

"Ok, Ock," said Molten Man, as he charged up another lava ball. "Time to turn up the heat!" Molten Man threw the projectile; there was no way for Ock to dodge it. The explosion shook the whole building. Spider-Man got up to see a melted and burned Ock unconscious. He walked over to Marko and Mark.

"Well, I guess that's everything," said Spidey as an explosion above them caused them to scatter to avoid the falling debris. "I believe that's our queue to leave!" he shouted. Spidey climbed up to where Vulture was still tied up.

"Get away from me!" he shouted. "I refuse to go back to prison!"

Spidey just wrapped an arm around the confined felon. "Sorry Beaky, but roasted Vulture is not on the menu." He shot a web line and swung down to meet the others. "So any ideas on how to get down?"

"I can't touch anything without burning it!" stressed Mark.

"Can't you turn it off or something?" inquired Marko.

"No!" shouted Mark, who was now getting angry, "There's this remote control that turns it off." Marks shoulders slumped. "I have no idea where it is."

"Would this be it?" asked Spidey as he pulled what looked like a garage door opener from behind his back.

"That it!" said Mark elated. "Where did you find it?"

"It fell out of Kingsly's goblin bag," replied Spidery as he pushed the only button. In seconds the molten armor that covered Mark's body disappeared. Mark looked himself over. He could not believe he was himself again.

"Now that that's settled, I've got an idea" said Marko. He changed into sand then exited through the whole in which Rhino was thrown from. His formed in to what looked like a platform with sharp pointed legs at the end. Mark and Spidey looked on with wonder as Marko changed. Quickly catching on, Spidey grabbed Ock, and Mysterio and placed them on the platform.

"You go down to make sure they don't fall off," he instructed Mark. With a nod, he got on the platform. "Your good!" shouted Spidey. With that, the platform began to descend to the ground. Now the only problem was how to get Electro down without getting zapped. He looked at Vulture and got an idea. "Hey Beaky, your suit shock proof?" he asked.

"Of course it is," he stated as if he had just been insulted. "Unlike some people, I learn from my mistakes."

"Good to know," said Spidey as he ripped off one of Vulture's gloves and put it over his hand. He grabbed Electro's collar and was grateful Vulture hadn't been lying. He shot a web line to Vulture, creating a tether. Placing the tether in his shock proof hand, he jumped out from the building.

"Are you INSANE!" shouted a frantic Vulture. "You'll kill all of us!"

After falling half way, Spidey shot another web line with his free hand to the building causing their decent to slow. He looked down at Vulture. "Happy now?" Vulture landed on the ground with a thud while Spidey gracefully landed on his feet, dropping the unconscious Electro. Looking up, Spidey saw something that could only be described as impossible.

* * *

Gwen was a nervous wreck. She watched as explosion after explosion came from the building. The Fire escape on the right of the building had been the first thing that was destroyed. Then there came other explosions; some she could tell were from pumpkin bombs other she assumed were from Mark. She was about to start crying when a loud crash came from the fifth floor. Fear gripped her, for only a second, as the thought of Peter plummeting to his death entered her mind. To her relief she saw that it was only Rhino that had been thrown from the building to land on the concrete. She looked at Mary Jane to see that she too was worried for Peter.

"I don't know how you do this Gwen," stated MJ. "I feel like I'm going to pass out from stress." She looks right at Gwen. "How have you not gone crazy yet? With your dad and now…Peter," she whispers the last part.

Gwen gave her a sad smile. "What makes you think I'm not worried?" asked Gwen to a now confused looking MJ. Giggling slightly, Gwen says, "I've just had more practice hiding it than you." MJ smiled and gave her a quick hug. Their attention was soon drawn to the blocked off area where movement could be seen. Rhino was emerging from the crater that was now in the pavement.

Looking around, he found that he was surrounded by police and SWAT team members, all with weapons raised. He gave a small smirk. "Since I can't beat on the Web Head, I guess you'll have to do." Lifting a huge chunk of asphalt over his head, he threw it right at Captain Stacy. Everyone moved out of the way. The projectile hit the car that Stacy had been using as a shield causing an explosion which sent pieces of debris in every direction. Some of the SWAT team members used their shields to deflect the falling rubble. Others ran while covering their heads. Captain Stacy threw himself on the group of teenagers protecting them. When Stacy was sure the last of the debris had fallen, he looked up to see Rhino standing over him with a large piece of metal. He gave a small sadistic smile. "No Doc Ock to save ya this time Stacy."

Slowly rising, he stood his ground. "Look, just leave these kids alone. They haven't done anything," he stated.

Rhino acted as though he considered it. "Na, it'll be too much fun to crush them after I crush you," he said as he picked up the captain.

"Really that's all you got?" a voice called out.

Rhino shifted his head to see Gwen Stacy, the girl they were suppose to take in the first place standing there giving him a look of utter defiance.

"Wha'd you say?" he asked.

"I said, 'That all you got?'" she replied.

"Gwen" said Mary Jane trying to get her attention. "Are you seriously giving this guy…the look?"

Rhino tossed the captain aside and dropped the piece of metal. "You think you're pretty smart cause you're the police captain's daughter?"

While never letting her growing fear get the better of her, Gwen continued giving Rhino the look as he spoke. "No, I know I smart because I have the highest GPA next to one Peter Parker."

Both continued to stare at each other; neither refusing to back down.

* * *

And that was the site that greeted Spider-Man, Mark, and Marko as they made it to street level. All three were staring slack-jawed as if in a catatonic state.

Mark was the first to recover. "Is he going to hit her?"

Spidey's blood began to boil. _Not if I can help it_. He took one step forward when he heard Marko's reply.

"Naaaa," he answered with a wave of his hand, "O'Hirn has this policy of never hitting girls…ya know, unless their cops."

Spidey slumped his shoulders in both exasperation and relief. "Well, could we do something about it please, before he makes an exception for the police captain's daughter." Spidey was noticing the ever growing anger on Rhinos face.

"Like what?" asked Mark.

Looking around Spidey couldn't see anything that could help until his eyes landed on Electro. "He still juiced?" Spidey asked quickly. Looking quickly at Electro, Marko knew what he meant. Changing his hand into a larger sand version, he picked up Electro and shot off towards Rhino with Spidey and Mark right behind.

Flash and the others just looked on in shock and fear. Since when was Gwen out of her mind? Standing up to Flash was one thing, but the Rhino? That's just CRAZY! Their fear was soon washed over as they saw a red and blue blur leap behind Rhino and land on his shoulder.

Turning his head quickly, Rhino's anger turned into pure rage at the sight of Spider-Man. "YOU!" he screamed.

"Yup, me," he said in a clearly happy voice. Quickly jumping down so as not to get slammed by the oncoming fist, he held up his hands to get his attention, "Whoa, whoa, whoa there big fella, I just wanted to let you know your old pal Marko has a gift for you." Rhino gave Spider-Man a very confused look. "It's something to help with those sleepless nights." As Rhino began to turn, Spidey quickly scooped up Gwen and web lined away. Rhino turned just in time to come face to crashing face with Electro and get a nice shock going through his system. Spidey looked around from his place behind an overturned police car. He looked around and saw that everyone got a safe distance away. He also saw that Mark had grabbed Captain Stacy and hid in a nearby ally.

As the electricity died out, Electro fell to the ground. Rhino staggered a bit has he tried to walk up to Marko. He stopped just short as Marko takes in a large breath and blows it at Rhino, causing the behemoth to topple backwards.

Seeing the coast was clear, Spider-Man walked out from his place and inspected Electro. Virtually drained of electricity, he lay there unconscious. Spidey released a breath he didn't know he was holding. "Everyone OK?" he asked. There were numerous murmurs of "Yeah's and "I think so's.

"No!" shouted an angry Sally. "Thanks to that stupid stunt I broke three nails!" holding up the offended hand for emphasis.

"We'll make sure the paramedics have a nail polish kit" quipped Spidey.

"You'd better!" Sally hollered. Robby just slapped his hand on his face in embarrassment while the others just shook their heads. Liz looked up from the ground to see her brother Mark helping George to his feet.

"Mark?" she asked, barely loud enough for the people around her to hear. "Mark?" she asked louder this time, causing him to look right at her.

"Liz?" Mark asked in total surprise.

"MARK!" she cried as she ran up to him and hugged him. She cried into his chest as she tightened her grip on her brother. She refused to let him go this time.

"Well, that's one crisis averted. Now…" Spidey whirled around to Gwen. "Just what did you think you were doing?" said Spidey half annoyed, half angry.

Gwen was a little surprised by the outburst. Shaking her head quickly, she crossed her arms and gained a rather smug look on her face. "I was getting myself a new sidekick."

No one would know it by looking at him but beneath the mask his face was in pure shock, "Sidekick…" he responded, "How on earth do you get a sidekick from giving the Rhino the…" Spidey's face suddenly dead paned in realization. "You have got to be kidding me."

"Sorry, Web Head" taunted Gwen as she looked at her costume clad boyfriend. She lowered he voice to a whisper. "A deal's a deal."

Crossing his arms across his chest he said, "We'll see about that." Suddenly, another explosion from inside the now half collapsed building made everyone aware that a fight was still going on.

"Great, just great," said an aggravated Sand Man. "We forgot about the Goblin and Kingsly."

"You mean Roderick Kingsly?" asked Mary Jane, "He's in there with the Hobgoblin?".

"No, Kingsly is the Hobgoblin" stated Mark.

"But if Kingsly is the Hobgoblin, then who's in there with him?" asked Kenny as he pointed to the building…or what was left of it.

Spidey looked to the building where the fight between the two goblins was raging. Without looking at anyone, he simply stated, "The Green Goblin." Not allowing any time for the gasps and fearful looks to sink in, Spidey took off running back into the building.

"Yo, Web Head!" shouted Marko. "What are you doing?"

"I let the goblin die once," shouted Spider-Man as he ran in to what he knew was a war zone. "I'm not about to let it happen again!" Spider-Man shot a web line to a large section of the building and vaulted in.

* * *

There was smoke and debris everywhere. Fire caused by all the pumpkin bombs started to eat away at the remaining structure of the building. The whining and cry of rusted metal could be heard as a warning that the place was going to collapse any minute. Kingsly hid behind a desk. He had been grounded when his glider was blasted by the Green Goblin. The desk he hid behind was probably the best piece of furniture in the whole building…that is, until a pumpkin bomb exploded sending it and Kingsly a few feet away. Kinglsy landed hard on his side; this also caused him to activate the remaining goblin tech in the satchel back he was carrying. Hearing the timer reach its end, Kingsly threw the satchel bag away from himself just as the contents exploded, taking a large part of the wall with it. Kinglsy stared at what was left of the wall and the building. About twenty minutes ago, this building was condemned, but still standing. Now it looked like it could be taken down with a single sneeze. Kingsly was brought out of his thoughts by a high pitched maniacal laugh.

"Well, well, well, all out of tricks?" asked the Goblin as he fired a laser out of his finger. It hit Kingsly square in the chest, sending him right to the edge of the collapsed floor. "I guess this is the part where I say that you were a worthy advisory, but the truth is, you were just the hired help." The Green Goblin threw a pumpkin blade at Kingsly causing him to roll along the floor to avoid getting decapitated. Kingsly rolled onto a piece of unstable floor, which cracked and broke under his weight. Swinging his arms out he grabbed on to a section of flooring hoping to pull himself up. Unfortunately the sounds of a familiar glider engine met his ears. He looked up to see the Green Goblin holding a pumpkin blade. "Look at the bright side, Kingsly," said Goblin. "Your brother just might make your company a success without you around to screw it up." He lifted the blade over his head holding it like a dagger. "Goodbye, Kingsly."

As the Goblin brought the blade down to slice Kingsly hand, a web line hit his side and he felt himself pulled out of the building and flung into the air. As the air rushed past him, all Kingsly could hear was, "Watch that first step!" Kingsly flipped, tumbled, and screamed as he fell to the street below. He was not sure of where he was or what was going on as his back landed on what felt like a pile of sand. At first, Kingsly thought he was dead. Then looking around, he found himself surrounded by the police. Looking down, he saw the sand he fell on, but then it started to move and take on the shape of one Flint Marko, a.k.a. the Sand Man.

Marko just smiled as Kingsly was cuffed and dragged away to an awaiting police car. "Couldn't have happened to a nicer guy" said Marko.

* * *

Spider-Man watched as Kingsly fell into the waiting hands of the Sand Man. Once Marko had caught Kingsly, Spider-Man leaped into the building expecting to tackle the still puzzled Green Goblin. But to his surprise, there was no one there. Spider-Man knew he couldn't let Goblin get away. _Not this time_ he thought. Spider-Man slowly made his way through the now partially burning building. "Come out, Goblin!" he shouted, knowing his enemy was close. "It's time we settled this."

"You're absolutely right, Spider-Man," said the Goblin form his place in the raters. "Today we settle this!" he hissed as he jumped to another rafter.

Spider-Man could not see the bomb that was attached to the rafter the Goblin was just on. As the counter reached zero, Spider-Man tried to run, but it was not use. The bomb went off causing the floor to cave in and the remainder of the ceiling to collapse. Spider-Man was pinned. The collapsed debris kept him from moving in any direction. This was just what Green Goblin wanted. He started to descend his flyer, pulling out a goblin blade from his belt. "Now, this was well worth the fight," Green Goblin said, almost giddy. The glider was now just above Spider-Man; he could feel the heat coming from the engine. "I've waited weeks for this moment and now…" Goblin said as he brought the blade to Spider-Mans neck. "THE END OF SPIDER-MAAAAAAAAAAAN!" Just as the Green Goblin was about to cut Spider-Man's throat, his glider pulled away slamming him into a, now dented, rusted beam. The glider then shot straight up, slamming the Goblin's head on a low hanging light.

Shaking his head, the Goblin looked at his glider. "What is wrong with this thing?" he asked as he tried to gain control over his glider. Every time he would move in one direction, the glider would go in a different direction, usually slamming him into something.

* * *

Out on the street, a fairly large crowd of people were watching Gwen as though she was concentrating on what looked like a video game. Upon closer inspection, the game in question was actual the Osberry Kenny had given to her.

"Gwen, how are you doing that?" asked Glory.

"I found the program on this Osberry", answered Gwen. "It allows me to fly the Goblin's glider from a distance." She was having way too much fun as she slammed the goblin into walls, lights beams furniture, as well as turning him upside down and dragging his face along the floor. _That's what you get when you mess with my spider_ thought Gwen.

* * *

As the Goblin was distracted by his glider, Spider-Man took the opportunity to push off some of the debris so that he could get out. Spider-Man watched as the goblin tried and failed to get his glider under control.

"Work you stupid thing! WORK!" shouted Goblin. He saw that Spider-Man was almost up. It was now or never; he had to get rid of him. Touching a series of buttons on his wrist guard, Goblin cut off all wireless connections to his glider. It worked; he was back in control. He turned to see Spider-Man removing the last of the ruble. He pressed the left foot petal of his glider. The glider's mouth opened to reveal the same red and blue missile from before. The Green Goblin positioned himself and lunched the missile at the Webbed Wonder.

Once the last piece of debris was off, Spider-Man shook his head. As he did, his eyes caught some movement. Then his spider-sense went off. Looking up, he saw the Goblin fire a missile at him. Spider-Man moved out of the way of the missile just in time for it to…make a u turn? Spider-Man stared in shock as the missile turned at the last second and head back at him.

"You like my little gift, Spider-Man?" asked Green Goblin as he watched Spider-Man dodge, flip, and leap out of the missile's way. "It's no use. That missile is programmed to follow your costume. You can thank Peter Parker for the photo I used in its programming," he smiled sadistically.

_Figures, I have myself to blame for this_ Spider-Man thought as he just barely missed getting hit. "Ok Gobbie, you want me you got me!" shouted Spider-Man as leaped from the wall he was on to tackle Green Goblin. Catching him by surprise, Spider-Man was able to knock the Green Goblin off his glider. Taking the opportunity Spider-Man slammed his fist into the Goblin's face once they hit the floor. Seeing the goblin still dazed from the fall, Spider-Man took the opportunity to web him in a web net. A high pitch squeal and his spider-sense alerted Spider-Man to the still persistent missile. He grabbed the now trapped Green Goblin and hurled him out of the building. Spider-Man ducked out of the way as the missile sailed right by. He only had one chance to make this work. Taking off running across what was left of the room, he headed straight for the edge of the floor. He removed his mask first, then his gloves, finally ripping off his shirt, he could hear the missile heading his way. He wrapped all of the pieces together into one large ball of blue, red, and black. Just as he reached the end of the floor, he shot a web at a steel beam just across the chasm in the floors. His aim was right on causing the pieces of his costume to stick to the beam, and jumped into the chasm.

* * *

Outside, the rest of the villains were cuffed and headed back to prison. Gwen was still working on keeping the goblin distracted, but she was not sure if it was even working. All she knew was that she now controlled the glider…or did. A message came on the screen Connection Lost. Once the message disappeared the program shut itself down.

"What?" asked Gwen now getting a little frantic. "NO!"

"What wrong?" asked Flash.

"Gwen, what happened?" asked Mary Jane

Gwen sighed with agitation, "The Green Goblin must have figured out his glider was being controlled," she explained, trying to stay cal. "He cut the wireless connection to it causing him to regain control."

"So…what does that mean exactly?" asked Sally

Glory turned to look at her. "It means that the Green Goblin is back in control. And the only one who can stop him is-"

"SPIDER-MAN!" shouted Kenny as he pointed to a figure falling from the building followed by a large explosion which caused the rest of the building to collapse. Everyone backed away from the falling building to get to safety. Acting as before, Marko changed himself in order to catch Spider-Man…or who he thought was Spider-Man. To his and everyone else's surprise, the Green Goblin sat before them on the ground where Marko placed him. He struggled to break free, but his battle with his glider had given him quite the beating. Mark, Marko, Gwen, Mary Jane and the others surrounded the villain as he tried to break his bonds. Marko and Mark looked at each other and nodded; they both grabbed at the Goblin's mask and yanked it off.

Gasps of shock could be heard from most of the group as they stared into the face of Harry Osborn.

* * *

OK, ok, ok I know everyone saw this coming; at least I hope you did after Kingsly was revealed to be the Hobgoblin. So, it would seem that Harry has followed in his father's footsteps, but has he succeeded where Norman failed? YEAH, RIGHT! Let me know what you think.


	12. Chapter 12: The Good,Bad,Ungraetful

Alright _True Believers_, when last we left off Spider-Man, Sand Man, and Molten Man faced off against five of the Sinister Six, the Hobgoblin and the, not dead, Green Goblin. Outnumbered, our heroes took out the villains one by one, leaving only the Green Goblin left. In a last desperate move he launched a missile, which caused the entire building to collapse with Spider-Man still inside. Did the Wall Crawler survive? Let find out.

LIGHTS!...CAMERA!...ACTION!

Hey keep it down!

Oops, sorry.

* * *

Chapter 12: The Good, the Bad, and the Ungrateful

There he sat on the pavement, looking around him. He sneered at all of his classmates who thought he was their friend. But he knew better; they were just jealous. Jealous that he was the son of a great inventor. Jealous that he had one of the most beautiful girls as his mate. And jealous that he had the power only fools dream of. He was the greatest man alive. He had done what no one else had. He killed Spider-Man and it was that thought that caused the onlookers to slowly step back as a maniacal laugh left his mouth. Captain Stacy just shook his head. Harry Osborn sadly was the man his father wanted him to be.

Flash and the others just stood there in shock. This was impossible. Flash wrapped his arms around Sha Shan in case Harry tried to escape. Randy stood shocked while Sally hid behind him and Glory clung to Kenny for dear life. Harry was the Green Goblin? That's outrageous. This had to be some kind of trick. But the sadistic smile on his face was hard to ignore. _Why is he smiling like that?_ thought Liz as she clung to her brother Mark for fear of him running again. Mary Jane and Gwen looked at Harry with all the contempt in the world. They cared about him, they trusted him, he was their friend…or so they thought.

The silence among them was becoming deafening. All the clamor of fire fighters, police, and SWAT team members just became a faint noise in the background as Harry continued to smile that ever so sadistic smile.

"What are you so happy about?" asked Sand Man who was unable to take the silence any more. His reply was Harry's sadistic smile turning into a maniacal laugh.

"Why shouldn't I be happy?" he asked looking right at Sand Man. "I'm the savior of the city." Everyone went wide eye at Harry's answer.

"Are you insane!" shouted Flash, scaring Sha Shan a bit. "What makes you think you saved the city?"

Harry looked around as though he was trying to find something. He looked at the tops of buildings, around cars; he looked everywhere he could from his spot on the ground. All the while still smiling. "I don't see Spider-Man around anywhere and I don't see Parker taking pictures." Harry just shook his head. "Mr. Jameson won't like that." He started laughing again, this time into hysterical laughter. He would have kept laughing if a hand had not made contact with his face. Everyone stared in mild shock, or in Mary Jane's and George Stacy's extreme pride, as Gwen cradled her now hurting hand.

"How could you?" she spoke quietly still trying to comprehend what she had just done. In all honesty, she meant to punch him out, but instead it came out as a slap across the face. "How could you do that to Spider-Man, to PETER!" she cried. "He was your friend Harry. He wanted nothing more than to help you."

"Help me?" he asked. "Help ME! All he wanted was what I have. My father, my money, and let's not forget my girl," he said with a sneer right at Gwen.

"I broke up with you, Harry, because of the way you treated me. You only cared that I was with you and not Pete," she replied.

Harry scoffed. "Yeah and that got you far didn't it?" he said as he looked at the burning rubble where Spider-Man and Peter lay. Gwen was ready to really let him have it when George grabbed her arm. She tried to pull her arm free, but she couldn't. It was times like this she wished she had Pete's spider-strength. She looked up at her father furiously with tears in her eyes. George showed no sign of taking offence. He simply wrapped his arms around his daughter. It only took a moment before Gwen was balling into her father chest. She couldn't believe it; it was impossible. Pete the love of her life…was gone. Killed by a person she thought of as her closest friend.

Mary Jane could feel tears welling up in her eyes as realization settled upon her. Spider-Man was gone and so was Pete. One of the greatest friends he had ever made was gone. She felt an arm wrap around her shoulder. She looked to her side to see Mark and Liz. She couldn't hold it in any longer. She threw her arms around Mark's neck and started to sob. A solemn atmosphere settled on the group. Even Marko felt for the group. He didn't know Pete Parker personally, but from what he could tell there were a lot of people who cared about him. The silence that settled, with the exception of crying, was broken by the sound of a cell phone ringing.

Gwen pulled away from her father, realizing the ringing was coming from her pocket. Without even thinking, Gwen pressed the answer button and brought it to her ear. "H-h-hello."

"Gwen? Great, you still have my phone!"

Gwen's whole body froze. She couldn't felt anything. "P-Pete?" she whispered.

"Yeah" he replied. "Are you ok? You sound like your crying," he said with concern.

"PETE!" she screamed happily, gaining everyone's attention. "You're Alive! OH thank God, you're alive!"

"Yes, I'm alive," he replied, "But now I think I'm deaf." Gwen was so happy she couldn't help but giggle at his quip. Everyone else was looking at Gwen as though she was crazy. Mary Jane stepped forward and placed her hand on Gwen's shoulder, only to be caught in a bone crushing hug.

"He's alive, Mary Jane," cried Gwen. "He's alive." Gwen handed the phone to Mary Jane who took it tentatively. She wanted Pete to be alive just as much as Gwen, but this seemed borderline crazy. They just saw the building blow up and as much as Mary Jane liked to think Spider-Man was invincible…Peter Parker was not. She looked at Gwen who was till crying, only she had the biggest smile on her face, Mary Jane put the phone up to her ear.

"H-hello?" said Mary Jane.

"MJ! You're there too?" asked Peter.

"Pete!" shocked Mary Jane almost dropped the phone. She thought Gwen was just imaging things due to grief, but it was real…Pete was alive.

"Yeah, I am. Are you two ok? You're not hurt, are you?" he asked.

"No, Tiger" she replied. "We're all fine."

"All?"

"Parker?" shouted Flash as he and the others came up to the phone. "Is that you?"

Mary Jane put the phone on speaker. "Flash! What are you doing there?"

"Petey," cried Liz, hugging Mark. "Mark's back! I have my brother back!"

"I know. He and Sand Man helped me escape," he said.

Marko made his way to the group. No one remembered he was there until he spoke. "Hey kid, where are you?"

There was silence for a moment or two until they heard, "Uuuuum…not really sure."

"You've lived in New York your whole life and you don't know where you are?" asked Flash, earning him an elbow to the gut from Sha Shan.

"I mean I'm in an alley, but I'm not sure where I am. I just woke up…and I'm stuck."

"What do you mean stuck?" asked George.

"Well, when Spider-Man saved me, I'm willing to bet I was unconscious, so he must have webbed me to something" replied Pete. "I can't move."

There was silence for a moment, then with a puzzled look on her face Glory said, "Wait, if you can't move how are you calling us?"

"I'm using Gwen's phone." Once Gwen heard that she pulled out the Osberry she had and began typing furiously.

"Where did you get that!" demanded Harry.

"Harry?" asked Pete, "What are you doing there?"

"Osborn here is the one who tried to kill you," replied Flash, sending Harry a glare.

"WHAT!"

"I've got the phone's signal," said Gwen. "We're on our way."

"Ok, I want paramedics standing by and another fire truck on the way to put this out" said George as he pointed to the burning building. "Sand Man, you stay and watch Ha-"

As George turned to talk to Marko, he saw him punch Harry in the stomach. With a questioning, yet somewhat worried look, George just stared at him. "What?" asked Marko, "If this kid is stuck, you'll need me to help free him." George could only nod his head in response. The group raced down the street following Gwen as she navigated the route with the Osberry. She turned the corner into an ally and stopped dead, thus causing everyone else, with the exception of George and Marko, to crash into her.

"Thanks for the warning," said Randy as he picked himself up.

"Sorry," replied Gwen as she gave a sheepish smile. "That's weird," she said as she looked around the alley. "This thing says Pete is right here, but I don't see him."

George looked around like everyone else. He then felt a tapping on his shoulder. Looking over to Marko, he sees him looking at the top of the alley. Tilting his head back, he smiles at what he sees. He cups his hands over his mouth and shouts, "Things finally seem to be looking up for you Pete!" The teen look up and are surprised, but happy to see Peter Parker hanging upside down on a giant web strung between the buildings of the ally.

Pete just hung there with a deadpan face. _Well, at least it's better than anything Flash would have said_, he thought.

As if on cue, Flash shouted, "Hey Parker quit hanging around!" Both he and Kenny laughed.

_Thanks for not letting down_ _Flash,_ sighed Pete. He looked at the group and noticed Marko change to his sand form and make his way up to him. Pete was a little worried that the Sand Man was the one who would be rescuing him. He was willing to wait for a fire truck, but even with spider powers the blood was rushing to his head. Now looking Marko in the eye he gave a small nervous smile.

"Relax, kid," said Marko. "I didn't go through all the trouble of rescuing you just to let you fall." Marko changed his hands into larger sand versions and grabbed Pete. With one swift tug, Pete was freed from the web and placed safely on the ground. Once both of Pete's feet were on the ground, Gwen ran to him and wrapped her arms around his neck, determined that if she let go he would never come back. Pete almost lost his balance when Gwen latched onto him. He wasted no time in pulling Gwen away from him, just a bit, and plant a kiss right on her lips. Needless to say, Gwen was in heaven. She finally got the guy she wanted and she was never letting go.

The couple would have stayed that way forever if it was not, once again, for Flash. "Are you two gonna make-out all day or can we leave?"

Gwen and Pete separated and blushed in embarrassment. Mary Jane looked at the couple like they were the cutest things on the planet. Liz was a bit jealous, but she had her brother back thanks to those two, so she really couldn't be too upset. Sally…she was gagging at the "nerd love" as she put it.

"Alright everyone!" called George. "Let's head back. I want to make sure Pete and Mark are looked at by the paramedics. And Sand Man," he said looking at Marko, "I have some questions for you."

"No sweat," said Marko like they were old buddies. "Ask away can't promise I'll answer everything."

* * *

The group was as happy as could be. As they rounded the last corner, they heard shouting. Breaking into a run, Pete rounded the corner first and was shocked to see Harry Osborn in the costume of the Green Goblin. _Harry,_ he thought, _for once I wish I was wrong_.

Pete felt a hand on each of his shoulders. He turned to see Gwen to his right and Mary Jane to his left. "It wasn't your fault, Tiger," said Mary Jane in a soft voice.

"He did that to himself," agreed Gwen, but Pete could tell she was trying to hold back tears. He wrapped his arm around her shoulder. She looked at him, then buried her face in his chest and started to cry. The others looked on with similar expressions.

As Harry tried to escape the grasp of fifteen police officers, he looked over to see Peter Parker alive and hugging Gwen! "How!" he shouted, earning everyone's attention. "How is it that a worthless, pathetic excuse for a person like you can still be ALIVE?"

Pete let go of Gwen and stepped forward just enough to see Harry's face. "Harry, what happened? We were best friends?"

"HA!" sneered Harry. "You were never my friend! All you wanted was what I had and you practically got it!"

"What are you talking about?" asked Pete.

"You got the brains I should have had," he seethed. "You got my Dad's love. And to top it all off, you got the girl I've had a crush on for four YEARS!" Everyone was taken aback by that statement. Pete and Gwen had no idea Harry had felt that way. Pete could only wonder if Harry had told them this sooner, would everything have been ok? Shaking his head, Pete quickly dispelled all thoughts of Harry and Gwen together. He'd been through that once before and he was not going back.

"Harry, I'm sorry you feel that way, but I never meant to hurt you." Pete could tell from the look on his face Harry didn't believe him. "I'm serious, Harry. Please believe me when I say I'm sorry. I'm sorry I have a big brain. Believe me, sometime I wish I didn't. I'm sorry your dad liked me more then you, but in all honesty he had a few screws loose."

"He was a great man!" shouted Harry in rage as a few S.W.A.T. team members helped restrain Harry.

"Harry, you can't be serious?" questioned Pete. "He made you take the fall for him the first time he was the Green Goblin. He set you up and didn't care what happened to you!"

"That's a lie! I heard him say he was proud of me that night Spider-Man killed him!"

The news reports that were given about Norman Osborn's death told how Harry had witnessed the fight, but nothing ever mentioned about him hearing it from inside the helicopter.

"Wait, you heard?" asked Pete. "And you still think I'm the bad guy?"

"You are the bad guy. You and Spider-Man…I noticed you didn't apologize for taking Gwen from me," he shot back at Pete.

Pete's attitude changed from regret to courageous in less than a second. "Looking at you now," he said "that…is the one thing I'm not sorry about."

George directed the teens to the paramedics as Sand Man went to help with Harry. Pete was given a clean bill of health from the paramedics, seeing has he only had some cuts, bumps and slight burns. When asked how he got all these, Pete just held up his camera and replied, "Comes with the job." The paramedic nodded and continued treating Pete as Mary Jane and Gwen shared a knowing look with George. Once Pete was patched up, he walked over to where Marko was talking to Mark and Liz.

As George and the rest approached, Liz informed Mark and Marko who took notice. "Alright, Marko," said George, resuming his Captain role. "Just what do you have to gain by helping us?"

"I only get paid," replied Marko.

"Wait, you're getting paid to help?" asked Pete.

"No, I get paid for completing my assignment," Marko quickly corrected. "Helping you fight those guys was a bonus."

"So, what are your orders and who is giving them to you?" asked George.

"My orders were to recruit the kid here," said Marko as he placed his hand on Mark's shoulder. "As for who's calling the shots…sorry, but I can't answer that," said Marko with a shrug of his shoulders. "You'll have to get in contact with the head of Strategic Homeland Intervention, Enforcement and Logistics Division. The guy's name is Fury."

"What?" asked Mark. "Recruit me?"

"Recruit him for what?" asked Liz.

"Hey, I just follow orders," replied Marko. "Details are for the head honchos."

"Well, all that matters is that you're back," said a smiling Mary Jane as she gave Mark a hug which graciously returned. Mary Jane pulled back. "What happened to you Mark? How did you get these powers?"

Mark hung his head in shame, remembering the incident. "I…I was repaying a debt." The others waited for him to continue. "I owed my bookie Blakie Gakston some money. He said that there was a way for me to make us even. He took me to this rundown building and told me to wait in a room. Then this doctor came in and he put this stuff in my body that caused..." he trailed off not wanting to think of what came next.

"Who was this doctor?" asked George.

"Um…W-War…Miles War-something," he said trying to remember.

Pete and Gwen looked at each other in shock. "It couldn't be," mouthed Gwen, but Pete knew better. Looking back at Mark he took a chance. "Warren?"

Marks head shot up. "YEAH! That's the guy! He did this to me!" Gwen's heart sank and her eyes widened. _I knew there was something off with him_ thought Pete.

Marko patted Mark on the back. "Don't you worry. I have a feeling ol' doc Warren is going to get just what he deserves," he said with a smirk.

"How do yo-," asked Sally but was cut off my Marko.

"Sorry, but-"

"Details are for the head honchos," quipped Pete.

Marko just smiled at him. "You catch on quick, Parker. Oh, before I forget, tell your friend the web head, that Fury is looking for him too." With that, Marko's whole body began to dissolve into particles of sand and blew away in the wind.

* * *

It's been a month since Gwen and Mary Jane found out about Pete and things were never better. Pete was finally able to make up some of the school work he had missed. Mary Jane and Gwen covered for Pete in both school and with Aunt May. George was even helping by leaving out police reports for Gwen to look at and relay info back to Pete. Liz's life was great again. She had her brother back who was now able to control his molten armor thanks to a watch device he got from some Dr. Richards. However Mark's new job kept him quite busy. Whoever this Fury guy was, he really worked him to the bone.

As for our favorite couple, they were in heaven. Gwen was currently getting ready for her date with Pete. She had on a light green tank top with tan cargos. She was wearing her hear down tonight. Pete had mentioned he kind of liked it down. She was just putting on some light makeup when her dad walked into her room.

"You look beautiful, Sweetheart," he said.

Gwen gave a small giggle. "Thanks Dad, but you're supposed to say that."

George just smiled. "Well, am I supposed to say you look like your mother?" Gwen was a bit suppressed by this and gave him a big hug. "Pete is one lucky guy."

"And I'm one luck girl," said Gwen as she let go of her dad. "Pete should be here any time, so I'll just finish up and wait on the porch."

"Ok, Honey. Have fun," George replied as he started to leave the room, then just stopped in the door way. "And no playing hero, I don't want to see you on the front page of the bugle again. Got that, Pete!"

"Got it, Captain Stacy" said a bodiless voice. George left the room and Gwen looked up at her ceiling to see her red and blue hero/boyfriend just sitting there. "What's the point of having spider-powers if you can't even sneak into your girlfriend's room?" he asked, causing Gwen to giggle hard.

"I guess spider-powers are no match for parent intuition," said Gwen. Pete dropped from the ceiling right in front of her. "Ready to go?" she asked.

"Almost," he replied as he removed his mask and placed a kiss on Gwen's lips. His arms wrapped around her waist and her hands rested on his shoulders. About three minutes later the two parted. "Now, I'm ready."

"Good," said Gwen as she pulled out her mask from her purse and put it on. "Then, let's go."

With that, Pete put on his mask and leaped to the window, "Coney Island, here we come!" Gwen called a goodbye to her dad and just like that night, Pete took Gwen on a web-slinging ride only the Spectacular Spider-Man could bring.

* * *

There you have it the end of Web of the Heart. Hope you all enjoyed it. I know I had a blast writing it. Now, tis time for me to work on my other stories. If you liked this one, I highly recommend you read my brother's and I's Toon Master Stories. Let me know what you think. I couldn't have done this with your comments and reviews. Thanks again, _TRUE BELIEVERS_!


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